


A Time For Trust

by Jezebot



Category: Transformers - All Media Types, Transformers Animated (2007)
Genre: F/M
Language: English
Status: In-Progress
Published: 2015-04-17
Updated: 2015-06-11
Packaged: 2018-03-23 11:05:10
Rating: Teen And Up Audiences
Warnings: Graphic Depictions Of Violence
Chapters: 8
Words: 22,215
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/3765793
Author URL: https://archiveofourown.org/users/Jezebot/pseuds/Jezebot
Summary: <blockquote class="userstuff">
              <p>Picking up where TFA Season 3 ended.</p><p>Blackarachnia finds an inventive way to resurrect the dead, the Decepticons escape from the Elite Guard stockades and everyone finds themselves servos deep in doom back on Cybertron. Plenty of action, humor, romance, sci-fi, G1 nods, and a little Cybertronian history.</p>
            </blockquote>





	1. Trust is a Rarity

The streets of Iacon still buzzed with the excitement of the yesterday's events. The image of Megatron and his top lieutenants, defeated and in stasis cuffs, was burned into everyone's processor. The same crowds that came out to welcome the arrival of Optimus Prime and his team intended to fill the streets again tomorrow to witness the transporting of the Decepticons to the stockades, and they intended to fill the courthouses during Megatron's long-awaited trial set to be held the following week.

...That is, if Megatron had actually made it to the stockades.

The twenty-four mega-cycles that followed that history-making event in the streets of Iacon were the deciding mega-cycles of Cybertron's future. It all came down to a series of decisions (i.e. mistakes) made by the Autobot High Council, namely Sentinel Magnus. The first mistake was assuming there weren't anymore Decepticon loyalists in the Elite Guard ranks after the discovery of Longarm Prime's true identity. The second mistake was assigning only four Autobots to guard all six Decepticon prisoners in the temporary holding facility, and the third mistake was assuming all four of these Autobots were incapable of being a Decepticon loyalist that couldn't possibly exist after the discovery of Longarm Prime's true identity.

IACON CITY - ELITE GUARD HEADQUARTERS - PRISONER HOLDING FACILITY

Cliffjumper was seated at the console of a massive computer in the facility's command room, tapping away at the keypads, his demeanor typically careless, despite the uneasiness of his comrade. Ironhide paced nervously behind him, stopping occasionally to cast his doubting optics on the blank monitors, hoping maybe the higher-ups heard his pleas for tightened security and the visage of the actual holding chamber would come into view. But, alas, his pleas must have fallen on deaf audio receptors and his request for video surveillance of the prisoners must have been denied. He continued to pace, his hand rubbing along the back of his head and neck, his grumbles growing audible enough to wear on the only other occupant in the room.

"Knock it off," Cliffjumper said, turning in his chair to cast an annoyed glance to Ironhide. "You need to pull yourself together, the next shift of guards just arrived. We can't have you springing an oil leak and making us look bad."

Ironhide halted his pacing, straightening his posture. "Why?" he said, defensively. "Who are they?

"They sent us Brawn's pompous aft again," Cliffjumper said with a chuckle, "and get this...Agent Chromia."

"Chromia, from Intelligence?" Iron was baffled.

"Yup." Sarcasm slide into Cliffjumper's tone. "Apparently guarding 'cons isn't considered a possible combat situation."

Ironhide beat his fist into his palm. "I'm tired of Sentinel treatin' this operation like some fly-by-night prisoner transport. There's no excuse to leave us understaffed. Ultra Magnus would've armed this place to the teeth."

Cliffjumper shrugged, turning to resume typing. "Sentinel's just over confident in our new security upgrades. Those new stasis chains are pretty wicked though." He chuckled. "I was messing with Lugnut earlier and he couldn't do a slagging thing."

"You were what!" Ironhide spun around. "Cliffjumper, you know better than to-"

Ironhide was interrupted by the sound of the main doors sliding open to reveal Brawn and Chromia, standing rigid and attentive.

"Sergeant Brawn reporting for duty, sir," said Brawn.

"Lieutenant Chromia reporting for duty, sir," said Chromia.

"Dawww, knock off the formalities," Ironhide drawled.

The two relaxed their stance as Ironhide motioned for them to follow him.

Cliffjumper swiveled in his chair, a wide grin spreading across his face. He pointed a mocking finger at Brawn and burst into laughter.

"What's so funny, Cliffjumper?" Brawn said, keeping his cool.

"You!" Cliffjumper laughed harder. "Are you that much of a liability that they've assigned a professional to negotiate you outta the slag heaps you create?"

Ironhide, ignoring Cliffjumper's taunts, opened a secure panel on the wall and pulled two stasis prods from the compartment.

Brawn let a smile slip. "Keep it up, buddy." Ironhide handed the prods to Brawn and Chromia. "I dare ya." He turned to Ironhide, taking the prod. "I need to test this on someone."

Cliffjumper was still laughing. "C'mon bring it!"

Chromia shifted a questioning glance Ironhide who responded by rolling his optics. "These two could banter all night," Ironhide said.

"Then perhaps you should take us to the holding chamber already, sir." Chromia said stiffly.

"Fine idea," Ironhide said, smacking Brawn on the back of the head. "Let's go, tough guy."

Brawn kept his glare locked on Cliffjumper as he followed Ironhide and Chromia out of the room and into a corridor.

"Chromia," Ironhide began, "if you don't mind my askin', why on Cybertron did they assign you to me?

"I requested this assignment," Chromia said, following behind Ironhide. "I've never before been in the presence of a Decepticon and I feel it's essential for any Autobot officer to have experience interacting with them."

"Hmm," Ironhide contemplated. "Under previous circumstances, I would find that odd, but seeing how our Magnus never saw a 'con up close and personal until recently, I'll just chalk it up to a trend among higher-ranking officials."

"If it's any consolation to you," Chromia said, "I have had as much combat training as every other soldier they see fit for guard duty."

"Relax 'Hide." Brawn lightly shoved Ironhide in the back. "She kicks aft. Well, not my aft, but Cliffjumper's for sure."

Chromia smirked at Brawn. "Was that a compliment?"

"Sure." Brawn shrugged. "We gotta make the best of the next several megacycles in this chamber. Last thing I want around is a moody femme who's normally paid to talk."

Chromia lost her smile.

The three Elite Guard stopped upon reaching a large door at the end of the corridor, and Ironhide entered a code into the touch-sensitive keypad on the wall. "Alright you two, time to be serious," he said.

The door slid open and Ironhide entered the chamber. Two guard bots stationed at opposite ends of the room eagerly averted their attention to him. "Changing of the guard," Ironhide called out. "C'mon fellas, let's pack it in for the night."

Brawn and Chromia entered the holding chamber as the guards exited. Its ceiling was much taller than that of the corridor's and it was filled with a chilling blue glow, emitting from the eight towering translucent cells, six of which housed its own Decepticon. The cells were split up by a wide walkway, four on each side of the room. The Decepticon leader himself was at the far end of the left side of the room sandwiched between the wall and an empty cell. Lugnut was on the same side as Megatron, but separated from him by two empty cells. On the right side are four full cells housing two clones, white and yellow in color, a triple-changer and an infamous purple double-agent. The prisoners were free to move around in their cells, but the stasis chains around their wrists and ankles prohibited any sudden actions. Each prisoner, except for Shockwave, bore a mouth clamp as well.

Chromia couldn't hide her awestruck state. She took a few slow steps into the room.

Brawn watched her reaction with interest. "Bigger than you expected, right?"

"They're magnificent," Chromia said, eyes wide with wonder.

Brawn's arched a single brow. "Not my first choice of words for these demented scrap piles."

"Chromia," Ironhide said, pointing to the door. "Take your post at the entrance here. Brawn, go to the opposite end near Megatron."

Brawn strutted past each cell, eyeballing each Decepticon. "With pleasure," he said in threatening tone.

The name 'Megatron' still echoed in Chromia's audio receptors. She leaned forward to take in the whole of the towering silver mech behind the layers of translucent blue walls, her mouth absently dropping open. Megatron was seated on an unfitting fold down bench, his massive upper body leaning on his legs. He never averted his gaze from the floor, despite the happenings in the chamber. Chromia's spark raced at the sight of him.

"Alright Chromia," Ironhide said, interrupting her thoughts. "In a couple megacycles, we give these creeps their energon rations."

"Yes sir," she said, attempting to regain her role. "I've been well versed on the details of this assignment."

"Good soldier," Ironhide said as he left the chamber. "Caught up on her homework."

Chromia cringed at being called a 'good solider', internally cursing the residual sexism that still lingered in Autobot society. She was relieved to be free of Ironhide's overbearing presence and resumed her gawking like a young mech in a prehistoric museum. She moved forward, easing past each cell, marveling at their occupants.

Brawn watched her with curiosity. "First day on the job and you're already straying from your assigned post?"

"Report me, then," Chromia said with eyes locked on Blitzwing.

'It doesn't bother me," Brawn said. "For once, someone else will get busted for breaking the rules."

"This triple-changer's design is amazing." Chromia said. "How is this technology possible?"

Brawn left his post without hesitation and joined Chromia at Blitzwing's cell, eager to show off his Decepticon knowledge. "This one here is an absolute lunatic. His personality circuits are a jumble. But leave it to a Decepticon to find a mutation advantageous."

As Blitzwing rose from his seated position, his face whirled from clamped-mouthed 'Icy' to fuming 'Hothead', also clamped.

Chromia giggled at the transformation. "Whoa, neat!"

"You haven't seen the best of it." Brawn smirked deviously. "Check this out."

Megatron lifted his head and watched as Brawn began tapping om Blitzwing's cell.

"Hey,' Brawn taunted. "Decepti-freak!" Blitzwing's optic visor narrowed.

Shockwave, also seated but leaning his back to the wall, glanced at Megatron, who was directly across from him. Megatron returned the glance, shaking his head in disgust before losing interest in the spectacle.

"The circus is in town," Brawn continued. "And I hear they're in need of a new act."

Quivering, Blitzwing squeezed his optics shut but he couldn't avoid the inevitable. Suddenly, a black face with sharp red features exploded into the scene.

"Oooohh-Ho-Ho-Ho-Heee-Hehehe," burst Random Blitzwing. "I love zee circus! Can I go, can I go? Please, please pleeeease!"

Brawn burst into uncontrollable laughter. Blitzwing's face swept back to Hothead as he growled through the clamp. 

Chromia's jaw dropped, crooked with a half smile. "Why isn't that mouth clamped?"

"Because no one can catch it," Brawn said through his laughter.

"That's…" Chromia mused, tilting her head, "kind of adorable."

Brawn wiped energon from his eyes and attempted to regain his composure. "Alright, playtime's over. Let's get back to our posts."

The two returned to their posts, chuckles randomly escaping from Brawn as he passed Shockwave's cell. The single glowing red optic burned holes in each of the Autobot's steps before he turned to study the femme whom he clearly recognized. Shockwave pondered what a negotiations bot was doing on guard duty. He then turned his attention to Megatron and began flashing patterns through his optic.

This action did not escape Brawn's attention. The stout soldier spun around and slammed his fist into the interface on Shockwave's cell, sending jolts of electricity surging through the prisoner. Shockwave tensed up and unwillingly growled in pain.

"You accursed Autobot!" Shockwave shouted.

Brawn hovered his fist over the interface. "What did you tell him?"

Shockwave took a moment to collect himself before saying "we were discussing your creator's intentions in regards to your aesthetics."

Chromia stood motionless, gaping with intrigue and stifling the urge to chuckle at Shockwave's retort.

"Listen traitor," Brawn said, "I'm willing to rip a mouth in your face just so I have the pleasure of installing a clamp myself."

"Spare me your illogical threats," Shockwave responded.

Megatron glared into Shockwave's optic, wordlessly communicating to him. Shockwave took the hint, releasing his tension and leaning back into the wall.

Disappointed at the silence befalling the chamber, Chromia maintained her post at the dull end. She turned to observe the two seekers, pondering the narcissism involved in self-cloning. Her gaze then wandered across to the opposite side, pausing on Lugnut for a moment before fixing upon on the silver and black form: her favorite of the group. She sighed dreamily, wishing she had been posted on the opposite end of the room.

ELITE GUARD HEADQUARTERS - SMALL UNOFFICIAL ROOM

Jazz was seated, leaning his upper body on the table and staring introspectively into nothing. His normally vibrant optic visor was dimmed to a cloudy blue. Optimus Prime was standing a short distance off, leaning against the wall. The mood in the room was about as uplifting as its dull gray walls, but it was about to get worse as the Autobots were about to feel the full effects of the Council's fourth and final impacting decision of the twenty-four cycles following the heroes' return to Cybertron.

"I'm so fed up with waiting," Optimus sighed, his mouthplate retracted. "What's there to discuss? He died a hero. That's all there is to it."

"No doubt, Boss," Jazz replied solemnly. "But the politics of the matter ain't so simple."

Arcee entered the room, instantly capturing the mechs' attention. She seated herself next to Jazz who looked upon her with a faint hope. Optimus took a seat across from the pink and white courier, his optics locked desperately onto her. She slid her hands out, lightly grasping each of theirs', her spark sinking as she beheld them with her sincerest of sympathies.

"Okay," Arcee began reluctantly. "So the council undoubtedly recognizes Prowl's actions as heroic, but there's a hang-up with the circumstances surrounding his death."

Jazz's visor narrowed. "What circumstances? You mean Processor over Matter?"

"Yes," Arcee said, squeezing Jazz's hand. "The council doesn't believe that's how the events played out."

Jazz jerked up from his seat, ripping his hand from her's and knocking his chair over. "Those thick sons-of--" He advanced on the wall and banged it with his fist. "So they think I'm just playing them?"

"They think you're covering up," Arcee said regretfully, "for the sake of your own reputation."

Jazz turned back to Arcee and slammed his hands on the table directly in front of her. She flinched and scooted as far back as possible in her chair. She didn't know Jazz very well but she could tell by Optimus's concern that this was atypical behavior for him.

"There was nothing I could do!" Jazz said desperately.

Optimus approached Jazz from behind, easing him back by his shoulders.

Arcee vented a pained sigh, her processor filing with memories during the war when grieving such as this was an everyday occurrence. She never knew Prowl either but she could tell by the sorrow in both of the mechs' eyes that he must have been a bot worth knowing. She wanted to curse the Council for their disregard of him. She had hoped to wake up to a changed system: one that looked beyond rank and recognized the value of each and every spark that wore the Autobot symbol, but that clearly wasn't to be. Her spark sank deeper as she realized her hopes were in futility, especially since they elected Sentinel Minor, as she knew him, into the role of Magnus.

She stood, regaining her composure and resting a reassuring hand on Jazz's arm.

"I believe you, Jazz," she said. "Trust me, I'm on your side...but-"

He avoided her sympathy, angrily righting his chair and taking a seat again. He propped his elbows onto the table and leaned into his hands "But what?" he said in a muffled voice.

Arcee eased back into her chair, disbelieving of the insensitive news she was forced to deliver. "The council never took that aspect of Master Yoketron's training technique seriously."

"Big surprise there," Jazz said with bitterness. "Its one of Master's few non-violent moves."

"What are you telling us Arcee?" Optimus asked with worry. "Has the council made a decision?"

"They would be open for new evidence backing Jazz's testimony," Arcee said with a glint of hope. "But, for the time being..."

Optimus dropped back into his chair, sighing out any remaining hope he clung to. "There is no new evidence."

"The Council," Arcee choked out, "doesn't see a place for Prowl in the Hall of Heroes."

EARTH - DINOBOT ISLAND - PROMETHEUS BLACK'S LABORATORY

The laboratory was illuminated by the giant monitor of the mega-computer, whose screen was littered with images of mechanoid and human anatomy diagrams. On the floor next to a work table was a heap covered by a large tarp. The tarp cannot hide the angular edges and bipedal form of what lay beneath it.

Blackarachnia and Swindle stood at the center of lab, confronting each other. Swindle had an All Spark fragment in one hand and was pointing his arm cannon on the other hand at Blackarachnia.

"Look Swindle," Blackarachnia said, standing her ground. I can pay you, just not at the moment."

"I don't operate that way, sweetheart," Swindle said. "Cash-on-delivery, not layaway. You're already in debt to me for transporting that carcass here." He glanced to the work table and smirked. "Whataya, got a Frankenstein experiment going on? You going to make a companion bot that doesn't flee at the sight of you?"

Blackarachnia scowled. "Now you're just being mean."

Swindle lost his smile. "And you're being totally unreasonable."

Blackarachnia shifted her focus to look past Swindle, a single fang peeking through her budding smile as a shadow cast over the dealer's helmet. "You think this is unreasonable?" she said.

Upon sensing that he and the predacon were not the only occupants of the room, Swindle twisted around and was launched off his feet by a clawed yellow hand. He crashed into the floor, sliding on his back until smacking into the wall.

Grimlock roared. "Nobody be mean to Spiderlady!"

Shooting a wink to the dinobot, Blackarachnia swayed over to Swindle until her shadow crept across his face. "Now," she began, "hand over that shard before Grimlock gets angry."

Swindle ventilated in a heated rhythm, his anger bubbling quickly to the surface. He gripped the shard tighter. "You have no idea who you're messing with."

Grimlock bristled at the dealer's resistance and proudly stomped up next to Blackarachnia, casting a much larger shadow over Swindle. "Me Grimlock say you do as Spiderlady say."

Swindle darted his glare between the two monsters, gritting his teeth as he reluctantly released his grip on the shard and handed it to Blackarachnia.

She leaned in to retrieve her prize, her smirk inching back onto her cheek. "Not every bot flees from me." She snatched the shard from his hand leaned in even closer. "Just the cowards. Why don't follow in their example."

Disgusted, Swindle scooted away and wobbled to his feet. "You just signed the dotted line of death, my dear." He transformed in a whirl and sped off toward the exit, shouting, "you'll regret this, you witch. You…you, FREAK!"

As his voice faded into the blackness with his taillights, Blackarachnia's confident smirk deflated to a frown. It didn't matter the quality of character those words spewed from, she thought. They still hurt.

Grimlock roared lividly, sensing the sadness in her. "Me Grimlock teach mean truck some manners?"

"Let him go," Blackarachnia said. She then held the shard in front her four optics, squinting from the immensity of its gleam.

"Me Grimlock can bring you sparklies too. Bigger ones, prettier ones."

"I know you can, my pet," Blackarachnia said, optics narrowing mischievously. She didn't even notice Grimlock's adoration of her, too captivated with the shard. "But what I need right now is a squishy."


	2. Out of Our Control

CYBERTRON - PRISONER HOLDING CHAMBER

"Ironhide will be here in a few kliks with the energon rations," Brawn hollered from across the chamber. "You gonna do the honors?"

"As long as you make sure these scrap piles don't try anything fancy," Chromia replied.

"Scrap piles?" Brawn arched a brow. "What happened to 'magnificent'?"

"Well," Chromia began sarcastically, "they don't really do anything besides stand around. I mean, not even a song or dan..."

Random Blitzwing seized his cue and exploded into song.

__

"D is for zhe Dre-ead which Dwells inside your he-ead!  
E is for zhe Eerie Echoz underneath your be-ed.  
C is for zhe Cu-urse..."

Shockwave can't take it anymore. "Silence, you fool!"

"Hey," Brawn snapped at Shockwave, "I give the orders around here!"

Icy Blitzwing emerged with a sigh, bringing calm back to his cell.

The chamber room door slid open and Ironhide appeared holding a tray full of small energon cubes, which cast a pink glow on his chest and face. "I'm liable to blow a head gasket if I hear that darned anthem one more time," he said as he handed the tray to Chromia. "Here ya go, doll."

Chromia leaned her stasis prod against the wall and took the tray.

"There's enough there so everyone gets one each," Ironhide continued, "you two included."

Chromia nodded and moved toward Brawn. He met her at the center of the chamber, taking a mental inventory of the cubes with a furrowed brow then continuing on to catch Ironhide before he left the room.

"Hold up there, pal," Brawn said. "I only counted eight cubes..."

While her colleagues were preoccupied, Chromia saw her opportunity and upped the pace of her actions. She balanced the tray on one hand and a small hatch opened in the wrist cuff of her other hand. A beam of light emerged from the cuff and she discretely shone it into all but one of the cubes.

Shockwave and Megatron were both acutely aware of her actions. Brawn and Ironhide, however, were not. "I thought you were going to hook me up," Brawn went on about the rations. "You know one cube doesn't curb this appetite."

Chromia positioned herself between Shockwave's and Megatron's cells, feeling the burn of two powerful red optics inspecting her every move. She nervously placed the unaltered cube on the floor at Brawn's post.

Ironhide became fed up with Brawn's nagging. He threw his arm out, motioning to Lugnut. "If this overgrown waste of metal can function on one cube, so can you. Now go watch her back!"

Brawn huffed, snatching Chromia's stasis prod off the floor where she left it and indignantly walking back to his post.

Chromia approached Shockwave's cell and entered a code on its interface. "Good evening, Longarm Prime," she greeted.

On the cell, a panel sized just right for an energon cube tilted inward ninety degrees, creating a small platform but leaving a square-shape opening in the cell wall. Chromia slid a cube through the opening.

Shockwave's single optic began flashing patterns again. "Good evening, Chromia," he said with his voice, but his silent message said, _"what did you do to our rations?"_

Now dual-wielding stasis prods, Brawn strutted down the center of the room. Ironhide took an uneasy glance of the chamber as he exitted, door whizzing shut behind him.

The Autobot insignia on Chromia's neck piece lit up, flashing in patterns in response to Shockwave. "Not quite the same circumstances we met under last time," she said audibly, her silent message saying, _"I charged it with an energon booster, infused with anti-stasis."_

As Brawn approached, Shockwave and Chromia desisted their silent conversation. Shockwave stood up, grabbing his ration cube and bringing it to optic level. He jiggled it to observe the enegon's movement.

"What the spark's my energon doing on the floor?" Brawn said, grumpily.

"I wanted to make sure you got the fullest one," Chromia answered with a broad smile.

Brawn passed by, bee-lining for his ration, which served as another distraction from Chromia's actions. Shockwave shifted his stance so both Chromia and Megatron could read his optic flashes.

"I'm flattered you would stoop to a grunt's assignment just to see me again," Shockwave spoke to Chromia. His optic flashed, _"How can I be sure that you actually charged our energon rather than tainting it?_

Megatron acknowledged the rogue communication and rose from his bench.

Shockwave's spoken comment had caused Brawn to choke on his energon. He jerked toward Shockwave, raising the stasis prods into clear view. "I'll show you stooping you sarcastic slagger."

"Ease off, Brawn," Chromia said. "I'm always game for a little verbal sparring with my former boss."

Random Blitzwing returned, uninvited by his host, as usual. "You mean I have to wait for Shockwave to finish talking before I get my ration?! I will surely starve!"

Chromia briefly glanced at Blitzwing, then back to Brawn. "Can you take care of him, please?" She handed Brawn an energon cube. He groaned, finishing off his own ration before depositing his empty cube on her tray and snatching the new ration from her hand.

Once he was fully occupied with Blitzwing, Chromia resumed flashing patterns at Shockwave. "Flattering you certainly isn't my first objective in being here," she spoke, "but feel free to fantasize all you want if it helps pass the time. _Because I charged my own cube as well. The effects will wear off in ten cycles so we need to act fast."_

Chromia picked up a cube and sipped from it, optics locked on Shockwave, proof that she was telling the truth.

Brawn punched a code into the interface of Blitzwing's cell, responding to Chromia's feigned conversation. "Your civility towards these warmongers baffles me."  
He served Blitzwing the ration, pulling a small device from his belt, which he was about to enter a code into but paused when he saw the large, unclamped grin on Random's face. "What am I doing?" he said. "You don't need all three mouths to consume that. Make due with just the one."

Chromia finished her cube and wiped the sides of her mouth. She could already feel the enhancer boosting the potency of her energon, which was fortunate given the weakening in her knees at the sight of Megatron. The Decepticon titan skeptically read the silent message that Shockwave was relaying, then the insignia on his chest began flashing a return message. Chromia had to focus to remember the code to open the ration hatch on Megatron's cell.

_"I refuse to trust this Autobot,"_ Megatron flashed to Shockwave.

_We would be foolish to pass up any opportunity of escape, oh Great One,"_ Shockwave responded. _"I personally would rather be sick with poisoned energon than be subjected to the humiliation of the Autobot judicial system._ "

The hatch on Megatron's cell opened. Straining to steady her hand, Chromia placed his cube on the panel. Megatron's symbol continued to flash but his optics shifted to her.

_"Explain your intentions, Autobot._ "

Every circuit in her body went rigid and she tilted her gaze up to meet the formidable and curious stare that befell her. This was her moment, she thought. She couldn't scrap this up. Flashes began sputtering from her insignia as she attempted her rehearsed speech. _"My only desire, Lord Megatron, is to serve under your command. The Autobot cause is flawed and corrupt--_ "

"Chromia," Brawn unknowingly interrupted, now standing at Lugnut's cell. "You'll need this to unlock Megatron's clamp."

He hurled the small device to her, which she barely caught, her energon tray wobbling and tilting in the process. The empty cube slid over the edge and hit the floor with a clatter.

"Same code as his cell," Brawn said. "Toss me a cube so I can feed this barbarian, and um, try not to drop anymore this time."

Chromia bit back her frustration and embarrassment and tossed a cube to Brawn. Megatron's symbol began flashing again.

_"Relieve me of this infernal clamp, already,_ " he said to Chromia.

Fumbling, she tapped a code into the device and his clamp lowered. There was a tense silence in the chamber as she watched Megatron removed his clamp, but that was quickly shattered by the desecration of Shockwave's cell behind her and the immediate screech of alarms.

Megatron ingested his energon, unaffected by the surrounding chaos. Chromia could only stand stricken. She hadn't exactly planned what to do at this point, knowing Decepticons were an unpredictable kind. Shockwave stormed through the falling fragments of his cell and snatched Chromia up by the neck, proving her point. The tray of energon slipped from her grasp, sending the last two energon cubes tumbling to the floor.

Brawn had just finished serving Lugnut when the chaos erupted. "What the...!"

Shockwave tightened his claws around Chromia's neck, speaking in a quiet but threatening tone. "Are you going to play along or should I make this hurt?"

Brawn advanced, fearlessly, dual-wielding the two stasis prods. "Release her, Shockwave," he warned. "You don't stand a chance while wearing those...stasis--"

Brawn halted his step when he noticed Shockwave's stasis chains were merely mangled cuffs on his ankles and wrists, the rest scattered around on the floor among the debris.

"...chains?"

Blitzwing then broke free from his stasis chains and crashed through his cell. Brawn watched it happen in slow motion but couldn't do anything about it before he was backhanded into the yellow clone's cell. Blitzwing tore the clamp from his Hothead face. "Sweet Primus zat felt good!"

Springing to his feet, Brawn charged at Blitzwing, thrusting both stasis prods into the triple-changer's leg. Blitzwing remained still and unaffected, accept for the whirling face.

"OOoooOOo, zat tickles!" said Random with glee.

The erratic Decepticon then launched his foot at Brawn. Lugnut happened to be breaking free from his cell at the same time and Brawn was rocketed into Lugnut's chest, causing the giant to tumble backwards into the wall. Lugnut growled in frustration.

Blitzing changed perspectives to Icy, looking apologetic. "Oh dear, I did not intend to do zat."

Still inhibited by the chains, Megatron absorbed the awesome events being played out for him. Without a thought of effort, he jerked his fists apart and kicked one leg backward, hurling dozens of chain fragments crashing around the walls of his cell. Shockwave could see what was coming and backed himself and Chromia away. Had he hesitated a moment longer, they'd have been showered in a blast of cell fragments.

Megatron reveled at the achievement of his single fist and proudly stepped through the disintegrated wreckage, mercilessly crunching the former prison under his feet.

COMMAND ROOM

Ironhide, moving with a nervous determination, accessed an arsenal closet much larger than the compartment that housed the stasis prods. The same shrill scream of alarms echoed through the command room.

"That better be a false alarm!" he said, attempting to suppress his panic. "Git Brawn on the comm."

He pulled two large blasters from the closet, tossing one to Cliffjumper and holstering the other. In recent years, the Autobots had frowned on the use of guns, but Ironhide couldn't be bothered with a bleeding-sparked Liberal agenda right now given the potential severity of the situation.

"Brawn, buddy," Cliffjumper shouted into his comm. "Everything okay in there?" There was no response. "Brawn, do you copy?" Still no response.

"Talk t'me, Chromia," Ironhide tried his comm. "What's goin' on?"

CORRIDOR CONNECTING PRISONER CHAMBER TO COMMAND ROOM

The Decepticons moved down the corridor like an encroaching megastorm. Megatron was leading the pack, closely followed by Shockwave who still held Chromia hostage. Blitzwing and Lugnut were at the back.

Ironhide's voice blared through Chromia's comm. link. //Chromia, I repeat. What the spark is goin' on?\\\

Chromia looked to Shockwave for advice on how to respond.

"Are you able to act genuinely frightened?" Shockwave said, "or should I give you a motive?"

The excitement coursing through Chromia's circuits could easily be communicated as genuine fear. She had this. She brought her wrist comm to her mouth. "Ironhide, they escaped!" she shouted. "There was a glitch in the stasis control systems and--"

Shockwave interrupted her, intentionally making his voice heard through her comm. "Silence, Autobot weakling!"

She forced a scream then closed the transmission.

"You're good," Shockwave said with a smile in his voice. "It's quite amusing really. For solarcycles, we fooled each other at our very own game. Keep this up and you'll be adorned with our symbol soon enough."

A look of confusion washed over Chromia's face. "You...you're taking me with you, right?"

"No, of course not," Shockwave said. "You still have the advantage of anonymity from the Autobots. You'll prove most instrumental for our cause if you remain here, covertly maintaining your status as a trusted official, just as I was.

"But..." Chromia had no argument. Shockwave was right, as much as she hated to admit it. She would be stuck with the Elite Guard a while longer.

COMMAND ROOM

Ironhide fiddled with the setting on his blaster, hands working nervously, cursing himself for feeling fear. It had been too long since he'd seen combat, which was unacceptable. He'd let himself grow soft.

Cliffjumper hovered over the command console, frantically typing on the numerous keypads. He was tense but his movements were more controlled then Ironhide's.

"A slaggin' systems glitch," Ironhide said. "I was a fool to trust Sentinel's judgment."

"Now's not the time for a pity party," Cliffjumper said. "Ready yourself!"

The red scrapper advanced without hesitation toward the door where they can hear footsteps growing louder. Ironhide, now equipped with a fully charged blaster, cautiously followed his comrade.

CORRIDOR

Lugnut put an extra spring in his step and caught up to Megatron, shoving a huffing Shockwave out of the way.

"Master," Lugnut said, "what about the clones?"

"Leave them," Megatron said bitterly.

Lugnet shuttered his five optics. "But sir, they are powerful assets--"

"I said leave them," Megatron snapped. "There is no place in my army for symbols of treachery." He turned to Chromia. "Autobot! You claim that our weapons are being stored in the room ahead."

That's correct...Sir," she sputtered. "You'll need Ironhide's code to access them."

"And you're certain there are only two Autobots in there?" Megatron asked.

"Affirmative," said Chromia.

As the Decepticons approached the door, Megatron, maintaining the quick pace of his stride, drew his arms back and plowed his fists through the door.

COMMAND ROOM

Ironhide was pummeled by a large black fist and crashed to the floor. The other fist nearly missed Cliffjumper's head and he acrobatically sprung back to a safer distance.

Megatron peeled back the metal, seemingly insulted by the weak architecture used to imprison his greatness. He stepped through the opening while Lugnut peeled away more of the wall like it were tin sheeting. He proudly stepped up behind his leader, and was followed by Blitzwing.

Ironhide, having lost grip on his weapon during the punch, gaped helplessly at the giants looming over him. He darted his optics at the surrounding wreckage, hoping to locate his blaster, but he could not.

Megatron fearlessly stepped forward. "The Elite Guard dare assume they can incarcerate me in such inept facilities...the fools." The silver gladiator slammed his foot down on Ironhide's chest, pushing a strained noise from him. "Ironhide, I presume. You will retrieve our weapons or suffer the consequences."

Cliffjumper unwaveringly pointed his blaster at Megatron's head. "Not another move, Megatron," he threatened.

Shockwave slipped onto the scene, twisting his way around Blitzwing and Lugnut to the front line, Chromia wriggling in forced fear within his clutches. Ironhide's eyes widened when he saw her. "Cliffjumper, hold yer fire." he shouted. "They've got Chromia."

Megatron scanned the room, amused to see the open door of the arsenal. Ironhide grunted as the large foot was peeled from his chassis and he grew even more fearful as the Decepticon leader strode across the room to the open door.

"This was almost too easy," Megatron mused.

"Chromia," Ironhide said while sitting up, clutching his chest. "Are you hurt? Where's Brawn, is he okay?"

"Brawn's injured, but he's not offline," Chromia strained from Shockwave's grasp.

"What!" Cliffjumper barked. "You Decepti-jerks will pay for this."

"Silence yourselves, Autobots," Shockwave said.

Megatron retrieved each of his soldier's weapons out of the arsenal, one by one, tossing them to their respective owners. A voice then emerged through the main computer's comm. link, calm and collected, and much too cool for the situation.

//Cliffjumper, I received your distress signal\\\ said Rodimus. //Back up is on the way, just do what can to hold your ground. Rodimus out.\\\

"Hold my ground," Cliffjumper said with cracking sarcasm. "Sure thing."

Saving the best for last, Megatron removed a large black cannon from the closet and wasted no time in securing it, with a satisfying click, to his arm. The lethal weapon began to charge up as its wielder raised the barrel toward the ceiling.

"Decepticons," Megatron ordered. "Come to me."

Blitzwing and Lugnut immediately heeded their leader's call. Shockwave tightened his grip on Chromia's neck, reminding the Autobots of their delicate situation, then headed toward Megatron. A large explosion drowned even the roar of the alarms as Megatron's canon blasted a hole in the ceiling.

Ironhide seized the moment while everyone was distracted and lunged at Shockwave's legs, knocking him to the ground. He lost his grip on Chromia and Ironhide immediately scooped her up and backed them off to safety.

Megatron had already departed, closely followed by Lugnut. Blitzwing was the only one who noticed Shockwave had fallen and he grabbed him by the arm. "Get a move on you klutz," Hothead snapped.

"Now Cliffjumper, blast 'em with all ya got," Ironhide ordered.

Cliffjumper cut loose a barrage of laser fire at Blitzwing and Shockwave. Blitzwing yanked Shockwave from the line of fire but took a couple hits to his arm and shoulder. He launched upward to their exit, towing Shockwave behind. Smoke spewed from his left side.

"OUCH! Zat hurt, puny Autobot!" Hothead said. A Jack-O-Lantern grin then silenced the angry red face. "But we will all feel better after a victory song! _D iz for zee Dre-ead..._

"Oh for Primus' sake," Shockwave sighed, wishing he could be Lugnut's passenger over this lunatic. The triple-changer's shrill screech trailed off as the two disappeared into the Cybertronian nightscape.

Rodimus, backed by multiple armed Autobot soldiers, burst into the command room through the main doors.

"It's too late for ground units sir, we need air support," Ironhide said urgently, rising to his feet and helping Chromia up.

Rodimus peered up at the hole in the ceiling, his shoulders dropping. "I'll call it in," he said dutifully, unable to mask his defeat. "But..."

"There's no way they'll get here in time," Chromia finished for him.

With sheer frustration, Ironhide pounded his fists into the control console, growling loudly.

Rodimus maintained his composure, just barely. "Cliffjumper," he ordered. "Run a scan on all non-Autobot energy signatures in the area."

"Yes sir," Cliffjumper complied, his eyes still widened from combat.

Chromia sympathetically slid up to Ironhide, resting her hand on his back. She was the calmest Autobot in the room, so she played it off with shock, adding a waver to her voice. "Don't beat yourself up, Ironhide," she said. "This was out of our control."

CYBERTRON AIRFIELD - NIGHT

Optimus Prime, Ratchet, Bulkhead, Jazz, and Bumblebee, with Sari as his passenger, sped across the airfield, swerving around various stationary aircraft. Optimus led the tight knit convoy with Ratchet bringing up the rear. Through the ambulance's back window, a sleek black casket was visible.

//Uh, Prime.\\\ Bumblebee said through the dashboard comm. //I hate to rain on our parade, but do we have clearance to take a shuttle?\\\

//I have all the clearance I need.\\\ Optimus answered.

//In other words, 'no.'\\\ Bumblebee said.

Sari sat in Bumblebee's passenger seat, mask up, arms stiffly spread out from her sides as she braced for every abrupt turn. "What's wrong with the Autobots on this planet?" She griped in a tone just shy of a tantrum. "Has everyone blown their logic circuits?"

"Hey! What did I do?" Bumblebee said defensively.

"Not you," Sari said. "The big, stupid Elite Guard bots. How could they let the Decepticons escape?"

"Oh yeah, them," Bumblebee said. "Well, I think we can safely narrow it down to one big stupid bot."

Sentinel Magnus abruptly burst onto everyone's comms.

//Optimus.\\\ he snapped. //Report your status at once.\\\

The Autobots skidded to a stop and transformed in front of a small hangar. Ratchet stayed in ambulance mode and pulled up slowly to Bulkhead and Jazz, popping open his canopy door. Carefully, Jazz and Bulkhead acted as pallbearers and slid the black casket out of Ratchet's back. The medibot then transformed and joined Bumblebee and Sari as they solemnly followed the casket into the hangar. Optimus stood rigidly at the door, letting his team enter before he did. He had lost count of the rules they were breaking to assume responsibility of Prowl's burial, but he didn't care. This had to be done his way. And he was grateful his team supported him. He only hoped Sentinel would go easy on them when the time came to take responsibility for their actions, understanding that they were merely following the orders of their superior.

Sentinel's voice echoed obnoxiously inside the hangar. //I repeat. Explain what you and your team are doing at the Intergalactic Transport Terminal.\\\

"Exactly what we need to do," Optimus replied calmly into his comm.

//No!\\\ Sentinel argued. //What you need to do is get your chassis back here help prepare for a Decepticon invasion.\\\

There was a shuttlecraft inside the hangar, only a fraction the size of Omega Supreme, but it would suffice. Wheeljack acknowledged the Autobot team approaching him as he removed a fuel pipe from the craft's side.

"With all due respect, sir," Jazz spoke into his comm, attempting to handle Sentinel. "We greatly outnumber the Cons right now and it'll be a while before they can get their groove on for a battle."

//Jazz,\\\ Sentinel said. //If I wanted your opinion I'd--\\\

"Be wise to listen to it!" Ratchet interrupted with a snap, "because it's spot on, as usual." He boarded the shuttle, followed by Bulkhead and Jazz with the casket.

"You guys are good to go," Wheeljack said, patting the craft.

Optimus placed his hand on Wheeljack's shoulder. "I can't thank you enough, old friend."

"Ehhh, don't mention it," Wheeljack said. "Security's got more important things to worry about than a slight discrepancy with shuttle access permissions."

Sentinel continued his rant. //I will not tolerate insubordination! Heroes or not, you bots are still under my authority and will follow my orders. Optimus! They're your team and each defiant action will reflect back onto your leadersh--"

Optimus silenced his comm, cutting Sentinel off. "Enough of that." He was the last one to board the shuttle, waiting for everyone else to get situated. As he entered, he did a head count, walking down the single aisle that separated rows of paired seats. A line of seats near the back has been folded down in order to accommodate the casket, which Jazz was securing in place with safety straps. Bumblebee and Sari were sitting together with Bulkhead directly behind, who filled two seats and part of the aisle. The shuttle's helm, which Ratchet had claimed, was in the same space as the passenger area. He was already twisting knobs and flipping switches, prepping their take-off.

"Can you turn the oxygen on already?" Sari requested with impatience. "I'm tired of wearing this mask."

"Calm yourself, kid," Ratchet said. "I'm working on it."

"Why does a Cybertronian shuttle have the ability to mimic Earth's atmosphere?" Bumblebee asked.

"This is an intergalactic transport shuttle, little buddy," Bulkhead provided, "built with a state of the art atmospheric simulator. They use these to taxi around visitors from other planets."

Bumblebee gawked at the large green bot. "How do you know this stuff?"

The main hatch closed as the shuttle's engines hummed to life. The roof of the hangar retracted and the little shuttle lifted off the ground into a wobbly hover. The crew was slightly jostled from side to side and Optimus, who was the only one not seated, braced himself and nearly lost his footing.

"Better take your seat, Boss," Ratchet said. "I don't promise this'll be a smooth ride. Never could get the hang of these newfangled vehicles."

Optimus staggered toward Ratchet and took the co-pilot's seat. The shuttle hovered up through the open roof of the hangar, then tilted into a proper angle and blasted off into the black starry sky.

Time passed slowly aboard the shuttle, the murmurs of the young bots' conversation heard but not comprehended as Optimus sat quietly, caught up in his thoughts.

"Now is not the time to question our actions, Optimus," Ratchet offered, hoping to ease his friend's mind.

"The Decepticons weren't in the picture before we planned this," Optimus responded lowly. "You know as well as I do they'll want to collect the remaining All Spark fragments on Earth.

"Then we'll deal with them after we've properly laid our friend to rest." Ratchet clearly wasn't as concerned with the Decepticons as Optimus was. There were more important matters at hand in his view. Optimus looked over his shoulder to the back of the shuttle where Jazz sat in vigilance next to the casket, a sight that made his spark sink. He faced forward again.

"Prowl respected Earth more than any of us," Optimus began, "but is it really suitable to bury him there?"

"He died to protect her, Sir," Ratchet said. "I suggest you stop second guessing yourself for sake of everyone's processor stability."

Optimus looked up, taking the vast starry spectacle into view, amd taking Ratchet's words to spark. "You're right, Ratchet." He sighed. "You're right."

DINOBOT ISLAND - LABORATORY

Grimlock, in beast mode, entered the lab, carrying an unconscious middle-aged man dressed in a long white lab coat. Blackarachnia, who was fixed on images of the human brain on the computer screen, quickly shifted her attention to the dinobot. She left the computer, moving toward him, passing by the operating table where a colorless seeker's body lay, whose spark chamber was open and glinting with a slight flicker.

"Here is squishy you ask Grimlock to bring you," the dinobot said dutifully.

"Excellent!" Blackarachnia took the man from his hold, showing no signs of gratitude for Grimlock as she briskly walked back to the operating table. "Finally, all the components are in my possession."

Grimlock was slightly put off by her lack of interest and transformed into robot mode in hopes that will draw more attention from her. "Explain once more to Grimlock, why you want to bring evil Decepticon back to life?"

She laid the human on the edge of the table, next the offline seeker. "Because, my dear, deep within this evil Con's incredibly resilient spark, there's a brilliant scientist long imprisoned by delusions of grandeur." She glided her claws over the human's forehead. "I intend to use one scientific mind to liberate the other."

Grimlock tilted his head in confusion. "How you gonna use human mind without hurting human?"

Suddenly, the spiderbot's two stingers impaled the human's chest, his body tensing, convulsing, and then going still and lifeless. "Who said I wasn't going to harm him?" Blackarachnia said darkly.

Grimlock was shocked backed away in horror. "But, harming humans baaaad," he said"

"Who told you that? Optimus Prime?" She rolled her optics, reaching for a large scalpel from a tray next to the table. "He's the last bot you should take lessons of morality from."

"No, you wrong," Grimlock argued. "Optimus bossy but he not bad."

Blackarachnia growled, threateningly pointing the scalpel at Grimlock. "Then why don't go follow him around and leave me to my work, you overgrown iguana." Unremorsefully, she then returned her attention to the corpse.

Grimlock stood silently for a moment, stricken with sadness and disappointment. Then he turned toward the exit. "Perhaps Grimlock do as Spiderlady say, one last time."


	3. Brainpower

CYBERTRON - ELITE GUARD HEADQUARTERS

Chromia slid out from behind a door labeled 'Space Bridge Control Room', looking left down the hallway then jumping out of her chassis when Sentinel tapped on her right shoulder.

"Chromia, what are you doing here?" he asked in an almost civil tone. "You should be debriefing with the council."

Her processor whirred for an answer but nothing formulated, only," I, uh...well I was--"

"C'mon, spit it out," his voice notched up.

"I..." finally an excuse struck, "took pity on Optimus Prime and his team and agreed to deliver some supplies down to earth. I know we should be on high alert of any Decepticon activity, but..." She ceased her surprisingly convincing story once Sentinel relaxed his intimidating stance. The gullible fool brought his hand up to her shoulder, lightly resting it there.

"Look," Sentinel began with a sigh. "I'm affected by their loss too, but am I the only level head around here who's trying operate by the book?" His hand gently moved to her face and he lifted her chin with his finger. "I would hope you, of all bots, would be getting my back right now."

She wanted to cringe but forced a sympathetic smile and a pandering tone. "I do, my commander. But even you can't be expected to maintain absolute control over everything that happens during such tumultuous times."

"Of course I can," Sentinel defended. "I am acting Magnus."

She coercible grabbed his hand with both of hers and began leading him down the hallway. "And a fine one at that, but even a Magnus needs to sit back once in a while and put a little faith in his subordinates."

"I did!" he continued to argue. "I trusted Ironhide and Cliffjumper to a task which was obviously too much for them to handle." He finally simmered down a notch as his confidence was boosted by Chromia's reliable adoration. She slid her right arm under his left, linking them as they walked side by side. "Is Brawn awake yet? Has he shed anymore light as to what went wrong?"

"Unfortunately, no," Chromia said lowly. "Thank Primus he's still online, though."

"Thank Primus, YOU'RE online," Sentinel said, squeezing their linked arms. "That's the last time I let you play soldier."

She smiled up at him, a twinkle glinting from her eyes, wishing she could be done with this charade already. "I promise," she forced. "It won't happen again, sir."

He satisfyingly smiled back down at her, pleased that his companion was always willing to right her wrongs. "So," he shifted topics, "what supplies did you send to Optimus and his team?"

"Ohhh," Chromia said with a shrug, "just a stack of energon and other odds and ends."

EARTH - LAKE EERIE SHORE - NIGHT

Four large silhouettes and a stack of energon materialized onto a secluded beach of Lake Eerie. They were surrounded by dense forest, the perfect cover. From across the lake, city lights twinkled and danced across the twitching waters, but they were soon drown out by the spread of a pink glow.

Megatron stood at the center of it all, instantly noticing the energon's disruptive light that could draw unwanted attention. "Blitzwing, Lugnut," he ordered softly, "pack up the cubes."

"Yes, my Lord," Lugnut replied eagerly, transforming into bomber mode and opening the hatch to his cargo hold.

Icy Blitzwing was not so eager. "With all due respect, my Lord, why must we continue our operations on zis primitive planet? Zer are other sources of energy in zhe universe."

"Stop questioning our leader and load the cubes," Lugnut barked at him.

Blitzwing's face swished to Hothead as he picked up a cube and chucked it into the bomber. So much for keeping quiet, Megatron sighed. "This primitive planet is still harboring pieces to the All Spark," the Decepticon leader said, turning to Shockwave. "Those ninja bots were only able to harness the shards within the city, but several lay in the outskirts, possibly within this very forest."

Shockwave gazed across the lake, studying the distant lights. "I assume that's Detroit.

"Correct," said Megatron. "The Autobots will undoubtedly base there again."

"Where do you suggest we station ourselves?"

Squatting down next to the energon, Megatron retrieved a device from the ground. "Ideally, among allies." He switched on the device, its tiny lights beaming to life and illuminating the sharp features on Megatron's face. He adjusted some settings, rising to stand tall again.

"Splendid," Shockwav said, "she didn't forget the energy signature tracker, not that I doubted her. She's quite the remarkable agent."

"Deceiving the Autobots isn't what I consider a glorious achievement," Megatron added. "But I am impressed by her perseverance. Only time will measure the extent of her loyalty." A small dot flashed on the tracker's screen, pulling a smile from Megatron. "There you are."

DINOBOT ISLAND - LABORATORY - THAT SAME NIGHT

Blackarachnia hovered over the near lifeless Cybertronian shell Swindle had brought her, delicately grasping her All Spark fragment in one hand and a moist human brain in the other. The gore of her task didn't even faze her, not after everything she's endured with own body. She slowly lowered the fragment through her patient's cockpit and into his spark chamber, his faint spark growing brighter as the fragment got closer. Suddenly, a electric jolt burst from his spark and wrapped around her hand as if it were reaching for the fragment. She released her grip on the powerful trinket, dropping it into Starscream's open chest cavity. Electricity surged throughout him and his colors slowly began flickering in through the hues of gray.

"I guess it's now or never," Blackarachnia said with a wild glow in her optics.

She collected herself and gently placed the brain into the blinding glow. She then stepped back to marvel at her creation.

The fleshy tissues of human slowly disintegrated as blue jolts continued to race throughout the seeker's body, heavily concentrating on his head. The familiar metallic red features of Megatron's deceitful second were now vibrant, and Blackarachnia could only watch in awe and anticipation. Suddenly, a pair of red optics illuminated hotly and Starscream, in what was piercingly Starscream's voice, cut loose a shrill screech of agony.

Blackarachnia backed up even more, practically tripping over the instrument tray. "I hope I don't regret this," she said with worry.

Starscream now fiercely gripped the edges of the table, growled through clamped teeth as the electricity shifted its concentration to his head. Painstakingly, he sat up, drawing his hands to the glowing chaos around his face. "What is happening to my processor circuitry," he shrieked. His legs shifted off the table, his back turning to Blackarachnia whose presence he was still unaware of. He fell in a heap on the floor, out of her view.

She dared a step forward, straining to see more than just a blue glow, but hesitant to get any closer. She could see the electric jolts retreating and watched from a safe distance until they were merely sputtering flashes in his spark chamber.

Blackarachnia cautiously inched closer and a black arm sprung up from behind the table, grabbing it violently, startling the predacon. Starscream pulled himself up, groaning and wobbly. When he gained his balance, he slammed his spark chamber shut and locked heated optics onto Blackarachnia, who was still double-checking her processor that she was seeing things right.

  
"Blackarachnia," Starscream began. "Will you please explain what, in the name of everything holy worth giving a spark for, IS GOING ON!?" His voice had slide from a lowly growl to a howling scream with an impressively quick crescendo.

"You," Blackarachnia sputtered. "You know my name." She smiled. "But I need to make sure you have more than just your memory. Quickly, uh…what discovery was made by the German scientist, Friedrich Wohler?"

"In 1828," Starscream," began without a second thought, "Friedrich Wohler synthesized urea by reacting together ammonium chloride and silver cyanate, therefore unveiling the first conclusive evidence that organic compounds could be produced outside of living systems, but what has that got to do with..." he trailed off, confused. "Why do I know Earth's history of organic chemistry?" He brought his hands to his cockpit. "Why does my spark chamber feel...impure?"

Blackarachnia sprung to him, grabbing his hands and bouncing in celebration. "It worked! It actually worked, I can't believe it!"

Starscream stared at her with an emotion he didn't even know existed but probably fell into the completely and disgustingly perplexed category. He yanked his hands from hers, raising his fists above his head and priming his temper its grand entrance. "For the last time will you tell me what is going--"

His shouts were interrupted by a deep voice creeping out of Blackarachnia's comm. //Blackarachnia, are you there?\\\

Starscream froze a moment before he relaxed. "Megatron?" he said quietly, a scheming grin spreading across his face.

Blackarachnia's excited state was replaced with puzzlement. "Megatron," she responded to her comm. "Is that you? But I thought you were--"

//I was,\\\ he snapped. //But now I am back on Earth and in need of sanctuary.\\\

Starscream leaned in curiously. "Sanctuary?" he echoed.

Blackarachnia shoved him away as Megatron continued. //Rumor has it your current residence is more than accommodating for a fractured Decepticon army, in need of rest and reformation.\\\

"Interesting," Starscream said and Blackarachnia slapped her hand over mouth.

"Um," she replied to Megatron. "Who told you...?"

//I have my sources.\\\ Megatron grew agitated. //Now are you willing to renounce your rouge activities and redeem yourself or shall I apprehend your facilities by force?\\\

A blossoming fear grew in Blackarachnia's gut. "What is your location?"

DINOBOT ISLAND

Megatron and his three followers hovered above a dense jungle. He was still holding the tracking device, which flashed its green light excitedly like a bloodhound barking at a foxhole.

"I assume you're hidden underneath all this accursed organic material," Megatron said into his comm.

INSIDE LABORATORY

Blackarachnia freaked out. "Maternal unit of Primus, he's on the island!"

"This should be fun," Starscream said, rubbing his hands together.

Blackarachnia darted behind Starscream and attempted to shove him out of the main room. "You need to disappear."

"That's my clone's trick, not mine," Starscream said casually, not budging an inch. "Let's see, if Megatron's already in the area then it's very likely he's found your little hideout and will be making his grand entrance any moment now, most predictably emerging from that hallway directly in front of us."

"Blast, you're right." Blackarachnia was becoming frantic. She could not allow Megatron to destroy with one blast of his cannon, all she had just accomplished. "Quickly then, find someplace to hide."

She dashed to the computer and started closing windows containing diagrams of seeker blueprints. Starscream sauntered across the lab to a double doorway. When he reached for the open button, he was interrupted when a set of huge green claws pried through the doors' seam and forced them open with ease, revealing the hulking form of Lugnut.

His large central optic widened at the sight of Starscream and he snatched the seeker by the neck and slammed him into the wall, bellowing, "traitor!" You shall pay for your defiance!"

Blackarachnia popped her head out from behind the massive monitor, gaping at the emergence of Megatron, Blitzwing and Shockwave through the back doors of her lab. Blitzwing and Shockwave were both carrying arm loads of energon cubes, a sure sign they intended to stay a while.

As Megatron entered and saw Starscream in Lugnut's hold, he sighed, both sickened and wearied by that all-too-familiar smirk.

"Surprised, oh mighty Megatron?" Starscream said, seemingly fearless of a second death.

Megatron shook his head. "It takes far more than your predictably invasive and annoyingly eternal presence to surprise me anymore."

Blackarachnia fired a web to the ceiling and swung over to land between Megatron and Starscream. "Please," she turned to Megatron, "you must hear me out before you do anything rash. I can explain."

"I have no intention of wasting my reserves on that sniveling snake right now," he responded moving past her. "You can drivel your pathetic excuses at me once we've fully recharged with a proper helping of energon." Megatron proceeded into the lab as if it were rightfully his. "In the meantime, enlighten me to the origins of this place and how you obtained it."


	4. Decepticons BAAAD.

**ABANDONED FACTORY - AUTOBOT EARTH BASE - MAIN ROOM**

"Let go, Bumblebee, it's my turn." Sari strained, desperately trying to wrestle a controller from Bumblebee's grasp while the TV flashed Game Over at them.

"Stop it already," the yellow bot griped. "You made me lose."

"You did that on your own," Sari snapped.

"Shouldn't you be contacting your dad or something?" Bumblebee suggested.

"Knock it off you too!" Ratchet hollered from across the room, making his way toward the young bots. "You're makin' my processor ache."

Sari lost her grip and fell back into the seat made of stacked tires, knocking a few off. It was then she gave up with a sigh, staying sprawled on her back. "I already talked to Dad and he said he'd have the Space Bridge functional by tomorrow."

Bumblebee attempted to restart his game but Ratchet stepped in front of the TV, hands planted on his hips.

"Ah c'mon, Ratchet!"

"Both of you need to remove yourselves from the spell of this idiot box." Ratchet ordered. "Bumblebee, why don't you take Sari to visit her dad."

Sari sprung up and tugged Bumblebee's arm. "Oooo yeah, we can get milkshakes too."

Leaning to the side, Bumbleebee strained to see the screen behind the medibot. Ratchet didn't budge. He bent forward and directly lined his face up with Bumblebee's, shourting, "That wasn't a request."

Falling backwards and recovering with a somersault, Bumblebee quickly transformed and fired up his engines. "Alright, alright." He zipped backwards into the tire seat, sending the remaining stacked tires bouncing in every direction. "Oops, I'll clean that up later." He pulled forward, popping open the driver's seat door.

Ratchet was liable to spring a leak. "How many times do I gotta tell ya..." he said with rising volume. Sari hopped in the compact yellow bug and they sped off. Ratchet deflated. "...Not to transform indoors."  
...not to transform indoors.

**AUTOBASE - PROWL'S ROOM**

The casket was bathed by moonbeams that broke through the room's fractured roof. Optimus and Jazz had purposely placed it so it could feel the touch of the natural world. They knew it was merely the shell of Prowl and that the actual essence of their friend and teammate could no longer be found, but that didn't stop them from finding comfort in their actions. Prowl would have appreciated it.

"Nature jives all around this city," Jazz said, reverently placing his hand on the unbounded tree. "We just gotta pick a place where he'll be safe from human discovery."

"I've already obtained permission from the humans to use the preserved land on Belle Isle," Optimus said, chin dropped while he stood next to the casket. The lid was closed and they preferred it that way. It was too difficult to gaze upon the colorless husk.

"Solid," Jazz responded. "You figure out your speech thing for tomorrow?"

"The eulogy, as Sari called it, and um..." Optimus paused to rub the back of his neck. "No, not entirely. I mean, I have a general idea..." but the mix of sorrow and self-doubt made articulating himself in writing next to impossible. "What about you?

Jazz nodded slightly. "I've got some words."

Optimus was about to ask what he'd written when Grimlock's voice abruptly blared from his comm.

//Grimlock calling Optimus Prime.\\\

Jazz looked to Optimus with confusion. Optimus could only shrug. //Are you there, Optimus Pr--\\\

"Yes, Grimlock, I copy," Optimus said.

//Me Grimlock no like being bearer of bad news, and Grimlock know he and truck bot not exactly best of friends, but Grimlock feel this news should be told to truck bot, even though it is bad news--\\\

"Okay, just spit it out already," Optimus said, pinching his brow.

There was a pause on Grimlock's end. //Impatient Autobot will stop interrupting Grimlock if he want to hear about Blackarachnia.\\\

"Blackarachnia." Optimus's eyes popped. "Is she okay?"

//No, she not okay.\\\ Grimlock's voice darkened. //Blackarachnia, BAAAAD.\\\

**DINOBOT ISLAND - LABORATORY TURNED DECEPTICON BASE**

Megatron stood elevated on the mega-computer's platform, addressing his five followers with confident authority. Four out of the five stood attuned to their leader, the exception being Starscream who was seated at the opering table, toying with the disassembled pieces of the energy tracker.

"Our objective is simple," Megatron said. "Collect the All Spark fragments and avoid interaction with the Autobots, as much as possible." He glanced at his former second with mixed feelings. "Starscream claims that tracker can be upgraded to seek out All Spark energy which means our time on this organic wasteland should be briefer than the last visit."

"Permission to speak, my liege," Shockwave said and Megatron gestured for him to continue. "We must assume the Autobots have already anticipated our return."

Megatron contemplated this. "Will they able to locate us?"

"Maybe not right away," Blackarachnia chimed in, "but Optimus Prime knows about this place and it's only a matter of time before they come sniffing around here again."

"Zhe solution is simple," Icy Blitzwing added. "We need a way to distract zhem."

Megatron was almost afraid to ask. "What do you suggest we distract them with?"

Hothead aggressively shared his opinion. "My fists!"

"Megatron just said NOT to engage the Autobots," Lugnut snapped at Blitzwing who immediately switched to Random.

"Vhy would I engage zhem?" the black and red face leaned in toward Lugnut. "I don't even like zem. AHH-HAHAHAHAH."

Lugnut groaned, dropping his face to his claw. Before Megatron could respond with chastisement, Starscream's voice arose through the madness.

"I have a suggestion," he said, not bothering to look up from his tinkering.

Blackarachnia cringed with worry as Megatron shifted his attention to the pompous seeker.

Starscream continued, "You're little spy bot on Cybertron said the Autobots were bringing their fallen comrade here, correct?"

"Get to the point." Megatron barked.

"Well, why don't we put a little spring back into the ninjabot's step, courtesy of the same vulgar procedure performed on yours truly. If we merge him with, let's say, a rather unstable human personality, that would make quite a disturbance in the Autobot operations."

Megatron rubbed his chin, simmering down while he digested the concept. Shockwave seated himself at the computer and ran a search on the internet, retrieving up a Detroit News Broadcast. Everyone shifted attention to the screen.

"The convict," said a plastic-faced news reporter, "also know as the Motor City Murderer, is being transported from the Federal Correctional Institute in Milan, Michigan to Metropolitan Correctional Center in Chicago."

Shockwave muted the broadcast and looked over at Megatron, who returned the glance with a wicked smile. "Is that personality unstable enough?" Shockwave asked Starscream.

"Yes, quite," Starscream replied with a smirk. He shifted his gaze to Blackarachnia. "Wouldn't you agree?"

Blackarachnia became very uneasy with the situation. "You all need to be aware that my experiment only worked because Starscream's spark wasn't completely extinguished. If you merge that psychopath's brain with an Autobot who's been offline for days..."

"Then we potentially create a monster," Megatron said, his smile still holding. "The perfect distraction for our foes."

Blackarachnia's fear grew. "But, but what if we can't control him? What if he's a threat to us as well?"

"One puny Autobot is no threat to the mighty Megatron," Lugnut argued.

Megatron raised an optic ridge at the predacon. "He has a point."

"But what if Prowl's personality engulfs the human's?" Blackarachnia said, an outcome she doubted but hoped the suggestion would sway Megatron.

"I'm trusting it won't, given the simple fact that I haven't been blasted in the back from a set of null ray cannons yet." Megatron glanced suspiciously at Starscream, briefly doubting the logic of his argument. "Starscream," he said to him. "How long do I have to wait for that tracker to be functional?"

"Patience, oh Great One," Starscream drawled. "You must not rush genius."

"We can't do that to Prowl." Blackarachnia now pleaded with Megatron. "It's...it's just not right. There's no honor in it."

Megatron was done with her blubbering and aligned her head into the crosshairs of his arm cannon. Flinching, Blackarachnia staggered back. The entire room went quiet as they watched the unfolding drama.

"A true Decepticon," Megatron began, addressing everyone, "finds honor in following their leader. Tell me Blackarachnia, is the Decepticon cause your top priority or do you care only for regaining your original Autobot form? That symbol you bear isn't a mere fashion statement, and it can easily be removed with one blast."

"Megatron please," Blackarachnia said. "The only reason I want my true form back is so I can...serve the Decepticon cause with all my spark." She brought her hands to her torso. "This organic burden inhibits my potential as a powerful soldier in your ranks."

Megatron lowered his weapon, unconvinced and quickly losing interest. "It would serve you well to take lessons in adulation from Lugnut."

Lugnut straightened his posture, flattered. Blackarachnia attempted to regain her composure and caught a smirk from Starscream, who clutched an assembled tracker in his talons. He switched it on and made a few adjustments.

"Anyone game for the human sport of golf?" Starscream said, shattering the awkward silence.

Megatron was utterly sapped of patience at this point. "Unless you have something constructive to contribute, keep your mouth--"

"There appears to be a strong reading of All Spark energy radiating from the Detroit Golf Club," Starscream went on, proud of himself."

Shockwave immediately opened a satellite map of Michigan. "Bring that device here so I can pull up a visual on the fragment's exact coordinates," he said.

Starscream strutted to the mega-computer, flashing a told-you-so expression at Megatron who narrowed his optics in response. He couldn't reprimand Starscream because the reborn-scientist was making headway on their plans, and Starscream was well aware of this. He handed Shockwave the device and leaned back against the console, crossing his arms with a look of satisfaction.

Megatron and the other Decepticons advance toward the computer, eyes locked on the screen. "Assuming Starscream's invention is working properly," Shockwave said, "we will find our fragment at the bottom of this small body of water..."

"It's called a pond," Starscream provided.

It annoyed Shockwave to be interrupted, but he continued. "It lies within the human's sporting grounds which are approximately 8.5 miles north of Detroit's city center."

"Excellent work, Shockwave," said Megatron.

Starscream glowered at his leader's misplacement of praise.

"Lugnut, Blitzwing," Megatron ordered. "Take the tracker and retrieve that shard."

"We do as we are commanded, oh mighty Megatron," Lugnut said as Shockwave handed him the tracker. "Let's go, Blitzwing." Icy followed dutifully behind his larger comrade and the pair left the lab.

"Blackarachnia and Starscream," Megatron said. "I want you to bring me the Autobot Prowl WITHOUT engaging the Autobots. Can I depend on you for such a task or do I have to send Shockwave along to insure your obedience."

Shockwave cringed, insulted by the mere idea of being a chaperone.

"Oh, you can depend on us, Megatron," Starscream said, just shy of sincere. He strolled down from the platform and headed toward the exit. "We won't let you down. Let's go, partner."

Blackarachnia reluctantly followed. She did not want to participate in this plot to defile a martyred Autobot, not after Optimus Prime had tried to help her on multiple occasions. But she didn't have a choice. She couldn't defy Megatron, and she couldn't go solo again. He would surely track her down.

Megatron's interrogative glare followed the seeker and the spider to the lab's exit. He waited to speak until they were gone. "Once we've found a way to produce energon from the All Spark fragments, we will return to Cybertron and rebuild the forsaken city of Kaon into a grand staging ground of our uprising. The bitter, downtrodden population, discarded by the Autobots, will gratefully join my ranks, and together, we will conduct the finest Decepticon comeback in all of Cybertronian history."

"It is a solid plan, my liege," Shockwave responded.

"Yeeees," Megatron found his smile again, "but first things first. "You and I must return to prison."

Shockwave sat puzzled a moment, then spun in his chair after solving the riddle, averting all attention back to the computer. "Of course, my Lord. I will locate the exact whereabouts of the human convict at once."


	5. Not as Planned

High above the skyscrapers and twinkling lights of Detroit, Starscream sliced through the night skies. At least he would be slicing in all his aerodynamic splendor if he wasn't forced to fly in root mode, carrying an inconveniently flightless predacon.

"You know," Starscream said, adjusting his grip on Blackarachnia's waist "I have an alt-mode FOR A REASON."

"This was your idea!" she spat, literally and directly into his face while her claws dug into his torso seams. "I am perfectly capable of transporting myself."

Starscream wiped his face with his free hand. "Your little web swinging acrobatics are slow and primitive. I just want to get this mindless mission over with."

"We wouldn't be on this mission if you'd kept your mouth shut," she said. "I haven't seen you bend to Megatron's will so eagerly in, well, EVER."

"Blame yourself for that," Starscream defended. "I can no longer justify a personal uprising against Megatron due to this organic's logical influence on my neural processes."

"So," Blackarachnia contemplated with intrigued, "what you're saying is, you've finally learned from your past mistAAAAAHHHHHH!"

Starscream dropped her before she could finish, her screams of anger dissolving into the nocturnal sounds of the city. Then after a long and satisfying moment, he transformed and rocketed into a nosedive.

Blackarachnia frantically prepared for the ultimate web swinging stunt as the skyscrapers roofs drew closer, tirades of curses queuing in her mind. Then she heard the obnoxiously familiar roar of jet engines followed by the jingle of transformation. Starscream appeared just below her, valiantly catching her in his arms.

She was not impressed.

"That wasn't funny, you--"

"Shhhhh!" Starscream interrupted. "We mustn't alert the humans to our presence."

"What?" Blackarachnia was incredulous. "Your thrusters are rattling the entire fragging city!"

"Your opinions do not interest me," he said dismissively. "Now, where's this factory?"

She could have killed him. Even if it meant abandoning her original plan and starting all over from scratch with another, less INSANE sciencebot, she was ready to offline him. Unfortunately non-mad sciencebots didn't exist in the Decepticon ranks, so she was stuck with him.

"About two miles east," she said, relenting to quell her frustration. "But we need a plan. If Prowl's body is even there, they'll most likely have it securely guarded."

Starscream sharply banked left, forcing Blackarachnia to cling to him. "Then you'll just have to lure them out of the building while I sneak in and find the body."

"That shouldn't be too difficult," Blackarachnia said, willing herself not to look down. "My last encounter with Optimus Prime wasn't completely hostile. In fact, we even helped each other out a bit." A tiny smile tugged at her cheek.

Starscream rolled his optics. "Could you be anymore obvious? You should really learn to hide your treacherous intentions if you want Megatron to allow our little procedure to take place."

"Oh, you're one to talk."

"My treacheries never involved flinging myself back into Optimus Prime's embrace once I became pretty enough for his standards. Megatron can forgive attempts to overthrow his command because that is the Decepticon way, but he has zero tolerance for turncoats."

Blackarachnia's blood-rich energon rushed to her face. "How dare you assume...those aren't my intentions at all. My organic form is a burden, suppressing my true power."

"I don't buy that story at all and I highly doubt our leader does either. If you want me to resurrect your true form then you'd better fabricate a reason that coincides with Megatron's energon-seeking agenda. Otherwise he'll keep me swamped with inventing gadgets and upgrading weapons and such."

Blackarachnia wanted to argue but she knew Starscream was right. She hated that he was right. Curse Megatron and his horribly-timed arrival.

The pair continued their awkward flight, Blackarachnia constantly adjusting her hold on his neck and Starscream repeatedly warning her not to scratch his paint. Finally, the dilapidated factory came into view.

"Is it typical for a tree to be growing out of the Autobot base?" Starscream said.

"That's the place."

Starscream cut power to his turbines and glided silently down toward their destination. His optic sensors zoomed onto a object visible through the hole in the building's roof.

"That can't be what I think it is," he said. As they drew closer they could clearly make out a casket bearing a signature Cybertronian design: Prowl's casket. Next to it sat Optimus Prime, alone, seemingly immersed in thought.

"How convenient," Starscream said remorselessly. "Are you ready to perform?"

Seeing Optimus sent an unpleasant twinge across Blackarachnia's hybrid circuits. She missed the times when the sight of him evoked the opposite kind of feeling, the times when she didn't have to repeatedly betray him.

"I guess so," she said distantly.

"Signal me once the room is empty," Starscream said, adjusting his wings to silently slow their descent. "After I grab the body, you need to make a quick exit, and I mean quick! No reminiscing over--"

"Once I coerce him out of the room," Blackarachnia cut in, "I'll meet you by that billboard in five cycles."

Starscream nodded and drew close enough to Prowl's tree that Blackarachnia could leap into it.

The rustling of leaves predictably startled Optimus and he sprang up, equipping his axe. "Who's there," he said. "Show yourself."

Blackarachnia slid down from the density of branches on a single silken rope, snapping twigs and displacing leaves, forcing a charming smile. "At ease, soldier," she greeted.

Optimus was more disgusted than surprised to see her, not the reaction she was hoping for. She thought he would be happy, what with her saving his chassis during their last encounter.

"What do you want?" Optimus said, darkly. "Haven't you done enough harm lately?"

Right, she thought. There was the whole murdering a scientist thing she did. Optimus's love of organics was not going to work in her favor here. She maintained her cool as she touched down on the floor. "Let me guess," she said, casually flinging her webbing aside as she swayed toward him. "You talked to Grimlock."

Optimus grew uncomfortable but held his defensive stance. "Yeah," he said, voice heavy with disappointment. "He told me all about your disregard for human life."

Blackarachnia slid her fingers up his axe's handle. "It's sad really, the senseless lies that will spew from the lips of the broken sparked. Poor Grimlock, I tried to break it to him gently--"

"Why are you here?" Optimus demanded.

Blackarachnia paused, dropping part of the act. "Prowl was a…unique bot. I always admired his courage to rise above the mindless Autobot propaganda."

"Which he did without replacing his Autobot symbol," Optimus said, staring her down. "You could learn a lot from him."

She allowed only one of four optics to twitch in response. He couldn't see how his words did actually affect her. Craning her neck, she peered around him at the large black capsule, her long claws creeping up the axe's handle until they reached his fisted hand. It twitched at her touch.

"I would like to attend his memorial," Blackarachnia said softly. "Can't we just," she glanced at the axe with a smirk, "bury the hatchet for one day, and surround our dear comrade with an atmosphere of peace?" Her fingers gripped his wrist and she tried to tug him toward the exit. "Let's take a walk. It's a lovely night, and you and I have so much we need to talk about."

Optimus wouldn't budge. "You no longer have a concept of peace. I suggest that you leave this room, right now."

Blackarachnia could practically hear her spark falling in her chest. She hissed and abandoned the seductive act, saddened and irritated at what she would be forced her to do. Damn his sharp intuition. She should have know she couldn't fool him.

"Once again, Optimus, you assume the worst," she said with a genuine hurt, turning her back and sending a written message via comm. //Plan B\\\

From her peripheral, she could see the axe lowering, along with his guard. It was now or never. Transforming in a whirl, she fired a large web at him, which wrapped around his body and pinned his arms at his side. "And once again," she said while he growled and struggled with the sticky net. "The worst is what you'll get."

//We never made a Plan B\\\ Starscream replied.

"Just get in here and take the body, quickly," Blackarachnia snapped bitterly into her comm.

"What?" Optimus said, fighting harder to free himself. "No!" He was able to maneuver axe his enough to cut away at some fibers.

Blackarachnia didn't hesitate to advance on him, stingers cocked forward, ready to paralyze if necessary, but she wasn't quick enough. Optimus swiftly kicked her, flipping her on her back, incapacitating her. Oh how she hated this alt-mode! There was no quick solution to righting herself without transforming, and that would render her exposed. Her legs twitched in agitation as she began rocking side to side.

With one final stroke, Optimus freed himself from the webbing. Blackarachnia had finally flipped back over and Optimus advanced on her, but before he could reach her, he was slammed to the ground by Starscream's arrival.

Standing atop the dazed Autobot, Starscream fired a carefully-aimed blast that sprung open the casket's lid.

"No," Optimus cried out. "Blackarachnia, you can't do this."

The predacon transformed and flung a web into Optimus's face, blinding and muting him in one shot. "Sure I can," she said while approaching him. "According to you, I have no concept of right from wrong anymore."

"Cease the dramatics and get the body," Starscream ordered.

Scowling, Blackarachnia moved toward the casket, attempting to regain her composure, which proved impossible once the surreal sight of Prowl's grayed form came into view. Her spark shrank as she looked upon him. This was so wrong, she thought, on so many levels.

Optimus Prime raged from behind the webbed gag and strained to free his body from the weight of Starscream, but the jet was just too large.

The sound of stomping caught everyone's attention. Someone was approaching Prowl's room. Someone large.

"Hurry it up before our advantage is lost," Starscream said.

Shuddering and without an alternate plan, Blackarachnia slide her hands under the lifeless hero and gently lifted him into her arms. A voice boomed from behind the door.

"Optimus," said Bulkhead with a knock. "Is everything okay in there?"

Optimus replied with a loud muffle which prompted Bulkhead to enter.

His jaw dropped. "Ratchet, Jazz, get in here now!" The hulking Autobot immediately launched his wrecking ball at Starscream, who barely evaded it, launching off of Optimus with a blast and inadvertently burning off the webbing off the Autobot's face. With lightning speed he snatched up Blackarachnia and Prowl and jetted out before Optimus could make a move to stop him.

Jazz and Ratchet burst into the room. Bulkhead was retracting his weapon and Optimus Prime lay on his back, grappling hook aimed at the hole in the ceiling, futilely.

Bounding up the tree, Jazz readied his nunchucku, but all he could do was watch as two burning turbines vanished into the night. "Please tell me we have an energy tracker," he said with suppressed panic.

Ratchet willed himself out of his state of shock to respond. "The shuttle has an Autobot energy signature tracker, but it's useless for hunting Decepticons."

Bulkhead, still trembling from battle, helped Optimus to his feet. "What could Megatron possibly want with Prowl?" he asked with an edge.

Optimus was more ashamed than shaken, unable to look any of his team in the optics. He wiped the soot from his face. "Was that Starscream or one of his clones?"

"That was Starscream," Bulkhead said.

"Which tells us Megatron isn't the mastermind behind this," Ratchet said. "Starscream and Blackarachnia aren't exactly his typical errand-bots."

"Yes, but since when do those two work as a team?" Optimus said.

Jazz dropped from the tree. "Megatron's lust for revenge is no doubt infecting all the Decepticons and they intend to hit us...where it hurts the most."

"But," Bulkhead said, "how does Prowl fit into that?"

Shaking his head, Jazz stowed his weapons and turned, at a loss, folding himself down onto Prowl's mediation mat. There, he hoped to find his answers.

Optimus gathered enough of his Prime strength to slid his hand over his larger teammate's shoulder. "I don't know, Bulkhead. But I know someone who may offer us a spark of insight." He activated his comm, "Grimlock, come in."

There was a tense moment of static before the dinobot responded, everyone in the room desperate for even a simplified explanation.

//This is the mighty Grimlock speaking. Is that you, Optimus Prime?\\\

"Yes, it's me," Optimus said. "Grimlock I need you to tell me what scientific experiment Blackarachnia was working on."

Grimlock made a noise somewhere between a growl and whine. //Why Autobot have to remind Grimlock of sad experience? Me Grimlock no want to talk about that anymore.\\\

"Grimlock please," Optimus said. "It's very, very important. Just, please, tell me everything you remember."

There was a pause on Grimlock's end, then, //Truckbot not sound like himself. Grimlock will tell story, just this once.\\\

***

It was the wee hours of the morning and the harmony of frogs and crickets that typically serenaded the peaceful, unoccupied golf course was annihilated by the onslaught of a shrill and excitable voice.

"Fooooouuuuurrrrr," shouted the jagged face of Random Blitzwing, who had an uprooted tree raised above his head. With a powerful stroke, he slammed the gnarled roots into a rock the size of a basketball, then finished with exquisite form.

Lugnut stood knee deep in a small pond, one massive arm submerged, the other holding the tracking device which beeped frantically. He was minutely distracted and increasingly annoyed by yet another splash from a basketball-sized projectile.

"Once again, Blitzwing, you demonstrate your worth as a Decepticon." The hulking mech pulled up a dripping claw, opening it to reveal several muddy golf balls. He grumbled as he tossed the useless findings over his shoulder and plunged his claw back into the abyss. After some more fumbling and couple more splashes from plunking rocks, his arm froze in place.

"I think I got it," he said. A blue glow grew brighter from the pond's depths as he displaced gallons of water with the quick resurfacing of his massive arm. "Yes, here it is! We must return--OUCH." a large rock struck him in the head.

"Finally a hole in one," Random said with arms raised triumphantly. "Or should I say a hole in your head. OOHH-HAHAHAHAH!"

Lugnut was about to unleash a fit of rage when new activity blinked and beeped from his tracker. He studied the device, jaw dropping with surprise.

The absence of Lugnut's angry retort was reason enough for Blitzwing to call upon his Icy presence. He approached his partner curiously. "Vhat is it?"

"The tracker is reporting a second source of All Spark energy nearby," Lugnut said excitedly.

"Zhen we shall retrieve zhat one as well."

Lugnut stowed the first shard into his subspace and diverted all attention to the tracker, bringing it to his large center optic. "Yes, YES. Guide us. Megatron will be so pleased. Blitzwing stood on his toes, trying to see the tracker's readings over his comrade's bulky arm. Just when he got a good view, Lugnut lowered the tracker and powered up his turbines.

"Come, Blitzwing. The tracker is pointing us southwest."

He blasted off and Blitzwing followed close behind, trusting the Lugnut's navigation. He was usually better at these things than Blitzwing: sharper focus and all.

"It will be nice for a change to actually exceed Megatron's expectations," Icy said, making conversation while they flew. "I know he hasn't been very pleased with our previous escapades in zhis dreadful place."

"Speak for yourself," Lugnut said. "My failures of the past are no fault of my own and are partially due to your erratic behavior."

"Do not blame me," Icy defended. "Blame zhis planet and the curse it's afflicted on us. I will be so happy once our experiences here are nothing more zhan a distant memory."

"For once, Blitzwing," Lugnut said, turning to look back, "we can actually agree on something."


	6. Nightmare Rising

//This darn well better be an emergency if you're wakin' me up at four in the morning!\\\

Captain Fanzone's voice blared louder than the Autobots' sirens as they sped down the expressway.

//More than you can imagine, Captain,\\\ Optimus replied

Bulkhead could hear the weariness in his leader's voice and stepped in to do the explaining. //The Decepticon's took Prowl to Dinobot Island and their gonna do some freaky science stuff on him.\\\

//What?\\\ said Fanzone. //Prowl? But he's--\\\

//We need access to a police boat.\\\ Optimus cut in.

There was a pause before Fanzone responded. //Um...sure thing.\\\

//How soon can you get us on the water?\\\ said Optimus.

//Gimme an hour at the most.\\\

//Thank you, Captain. We'll meet you at the harbor.\\\ Optimus ended the call then switched frequencies. //Bumblebee, do you copy?\\\

Silence.

//Bumblebee, come in.\\\

More silence.

"Ugh, his stasis mode is unbreakable sometimes," Optimus sighed.

High in Sumdac Tower, the Autobot leader's voice filled the spacious bedroom, waking only the pigeons that enjoyed the million dollar view from ledge outside. Sari and Bumblebee were dead to the world in front of the big screen, Bumblebee sprawled on an oversize beanbag chair, gaming controller in hand, and Sari face down at the foot of her bed. Her controller had fallen to the floor.

//Bumblebee!\\\ came Ratchet's scolding growls through the sleeping bot's comm. //Get your processor outta dreamland and answer your comm!\\\

Bumblebee jolted up, startled and disoriented. "Yow! 'Oly Primus, where's the fire? I'm up!"

Sari groggily scooted up on her elbows, rubbing her eyes. "Jeez Ratchet, what's the big deal?"

Optimus answered, //The Decepticons have...well, done something…bad.\\\

Bumblebee shuttered his optics. "How is this breaking news?"

//Just, meet us at the harbor,\\\ Optimus said. //I'll explain everything there.\\\

Bumblebee and Sari looked at each other with concern, both hearing the uneasiness in their leader's voice.

"C'mon Optimus, what's the story?" Sari said. "They find another piece to the All Spark or something?"

Optimus couldn't muster the courage to break the news. He himself could barely comprehend the events he had witnessed (and failed to prevent). However, he knew withholding such information from his young friends wasn't going to make it any better.

"Bossbot?" said Bumblebee.

//The Decepticons,\\\ he finally began, //have outdone themselves this time. Sinking to a depth even a Quintesson would shudder at. And I was unable to stop them.\\\

"Prime," Bumblebee said anxiously, "for the love of the Matrix, just tell us what happened."

//They took Prowl's body.\\\

Silence fell upon the room as a pair of young sparks sank deeply in their chests.

//Get to the harbor,\\\ Optimus said sullenly. //I'll fill you in on the details later. Prime out.\\\

Sari checked out, sinking deep into a dark corner of her mind. She spoke with little more than a whisper. "Bumblebee, how could this happen?"

The sound of her voice, specifically the pain distancing it prevented Bumblebee from losing himself to a rush of emotion. The vibrant blue of his friend's eyes, the glow that had been there earlier in the evening when she had severely KO'd his best fighter in Ninja Gladiator, was replaced with despair, confusion, and a budding rage. This overwhelmed his spark with a dark feeling, one he wasn't used to but immediately acknowledged as vengeance. Still holding the game controller, he wrapped his fingers around it, completely engulfing it until its casing cracked.

"Now they've gone too far," he said menacingly.

His cooling systems instinctively kicked in, jolting the small bot back to familiar state. He looked down at his hand and released the controller, letting the pieces fall. Shamefully, he raised the destructive hand up, knowing too well there were better uses for it at the moment, like reaching out to his friend in need.

"Come on, Sari," he said softly. "We gotta go."

Her eyes were still glazed over, but she knew to grab his hand. "This is a nightmare," she said, slowly dropping each leg off the bed. "It's got to be."

"It is a nightmare, but it's also our reality and the boss bot needs us." He squeezed her hand. "Both of us."

"Both of us?" she said, coming to.

"Well ya, both of us. I need you too. I need you strong and sharp, like a ninja's blade."

Sari let single tear roll down her cheek. She rose from the bed. "I can do strong," she said, sounding more like herself. "And sharp."

Bumblebee guided her to the door. "Of course you can."

Her voice found its edge. "I can serve up a fat plate of justice to anyone who dares defile the afterlife of our friend."

"Now you're surfing my wavelength."

Sari tightened her grip on Bumblebee's hand and dashed for the door, dragging him along behind her. "Those cowardly 'cons just opened a seriously pissed off can of worms!"

***

"Exactly what part of 'do not engage the Autobots' was unclear to you," Megatron said, his crimson gaze hot on Blackarachnia.

She was leaning against the mega-computer, on the opposite side of Shockwave as Megatron, where she apparently thought she'd be safe. "It was unavoidable, Megatron. Trust me."

Megatron made a deep noise at the suggestion of trust, sliding his glare to Starscream, who stood at the operating table where Prowl's shell was laid out. He inspected each medical tool closely. Megatron opened his mouth to speak but withheld once the mega-computer's screen lit up with he and Shockwave's departure from their crime scene, caught plainly on film and looped for the spectacular mess they made. A prisoner transport bus was turned on its side just as they'd left it and it was surrounded by first response vehicles.

Starscream briefly glanced at the screen then resumed jiggling a glass jar containing a human brain. "Apparently, engaging the human law enforcement and their television cameras is acceptable protocol."

"I don't need to justify our actions to the likes of you," Megatron said. He shifted his attention to the human brain, annoyed. "I grow tired of waiting. Shockwave, track the whereabouts of those two unreliable glitches."

"I cannot, my liege," Shockwave said, tapping away at the keyboard. "They have our only tracking device."

"Blast it," said Megatron with a slam to the console. "Starscream! Your next project is to build me another tracker."

"Whatever you say, Megatron," Starscream said with questionable sincerity.

Megatron opened a comm call. "Lugnut. Report at once."

There was a long, tense pause before Lugnut's voice boomed through the main computer's communication channel. //Forgive us, oh great leader, but our operation has been delayed by a series of malfunctions with the tracking device.\\\ All optics shot to Starscream, who was incredulous. //But rest assured, we will return to you soon with the shard and without anymore set backs. Lugnut out.\\\

"Lies!" Starscream defended. "My tracker is infallible. He's hiding something Megatron, I can hear it in his voice."

"Given both of your track records, I'm more inclined to believe him," said Megatron.

"That's because, as usual, your judgment is flawed. But suit yourself. Take his word over mine."

Each of Starscream's words threatened the stability of Megatron's tolerance level, the sciencebot seemingly fearless of a backlash. Shockwave and Blackarachnia winced at the familiar sound of their leader's signature weapon charging up.

Starscream prattled on. "Soon you'll find yourself sliding back into your classic pattern of one foolishly arrogant misjudgment after the other. Face it, Megatron, you--"

A sudden blast singed the side of Starscream's helm and wing, silencing his words. He shuttered his optics as he heard the wall behind him sustain impacting damage, a fate that could have been his head if Megatron wasn't the overly dramatic type. The entire room went still save for the falling shards of wall. Any moment now...

Storming down from the platform, Megatron snatched Starscream by the neck and repeatedly fired massive bursts into the wall.

"Have you completely fried your sanity circuits?" Starscream shouted over the chaos.

Impervious to the cloud of dust and falling rocks, Megatron continued firing blast after blast, carving a tunnel out of the room, dragging Starscream behind. When they were surrounding with nothing but dirt and roots, blinded by dust, Starscream heard the direction of the blasts shift to vertical, telling him this wasn't going to be his tomb but passageway to the outside. Because, really, what kind of Decepticon leader would use the door?

Back in the lab, Blackarchnia's face was buried in her claws. "It was only a matter of time," she muffled.

"Arrogant fool," added Shockwave, shaking his head.

Sunlight finally broke through the freshly-carved passageway and Megatron fired one final blast that showered them with a pounding of dirt and rocks. Launching into the morning rays, he tossed Starscream mercilessly onto a bed of tried leaves then touched down on the ground.

Starscream twisted to sit up, flinging leaves and splaying his long legs in front of him, dignity left behind in the lab. He locked burning optics onto Megatron who stood motionless, silhouetted by the morning rays.

Megatron vented a long waft of air that mirrored the mood of his arm cannon powering down. "What is your malfunction?"

"My malfunction?" Starscream snapped.

"Is it really necessary to vocalize every passing impulse, without an ounce of tact, and under the false assumption that you're immune to my wrath simply because you can construct a few little gadgets?"

Starscream narrowed his optics. Megatron was behaving unexpectedly...diplomatic. "Constructing a few little gadgets is only a taste of what I'm capable of," he said, filing down his volume. "You need me."

"Hardly. Your newly-acquired genius is conveniently useful for the time being, but mark my words, Starscream, you are replaceable and if you continue your current display of disrespect for me, especially in the presence of your fellow subordinates, I will exile you to the outer reaches of oblivion where even your relentless spark will be eternally imprisoned."

There's the tyrant Starscream knew. He made to respond but found himself awed as the sunrise erupted behind Megatron, creating brilliant and fiery streaks all around them. It blinded Starscream and it wasn't until he adjusted his optics to the light that he noticed Megatron's hand extended out for him. Apprehensively, he accepted it.

Megatron pulled him upright. He then turned to adjust the settings on his arm cannon, breaking optic contact.

Starscream stood puzzled, strangely without words. He opened his mouth to see what might come out, fishing for anything to break the awkward silence, but Megatron's gravely purr beat him to it.

"You blame our past failures on my caliber of judgment," he began, "and where that may hold merit in some instances, the true culprit in the Decepticon downfall is its internal instability."

Starscream tilted his head. He couldn't remember the last time Megatron confided in him this way, nor could he recall ever having a civil discussion with him following one of his disciplinary freak-outs. He had to admit, he was thoroughly intrigued. "Y-You mean our…lack of teamwork?"

"Precisely. The Autobots have succeeded where we failed because they have the advantage of trust. A luxury that I could never afford, even to this day." Naturally, this is where Megatron chose to make optic contact. A guilt trip. "You witnessed it yourself," he continued. "Just moments ago. Lugnut, my most loyal soldier was able to blatantly lie to me."

"With all do respect," Starscream said with little respect, "you don't give us much incentive to devote one-hundred percent loyalty. Fear is not a substitute for admiration."

"But fear keeps you inline. If I allow my army to believe their leader is subject to error and weakness, then I lose all credibility and the Decepticon forces crumble apart with internal squabbling and imbalance of proper authority."

"There's a gaping difference between weakness and flexibility. You lose credibility each time you wantonly punish the mere gesture of questioning your authority."

Megatron scowled. "Then you feel your impertinent behavior is justified?"

"I-" Starscream shrugged. "I'll admit my attitude can be abrasive at times, but I don't regret putting your judgment on trial."

"So," Megatron said, "by your logic, I'll gain admiration from my soldiers if I encourage open discussion of my decisions and allow them to question the validity of my judgment?"

"Well, yeah." He so badly wanted to say 'NO DUH.'

"We'd never accomplish anything. We'd be nothing more than a bunch of bickering blunderers, just like that ridiculous Autobot Council."

"Then that's where your ability as a leader comes into play," Starscream said. "Weeding out the morsels of wisdom from a," he gestured around them, "forest of foolishness.

Megatron narrowed his optics and contemplated, gauging the reliability of Starscream's council. It bothered him to recognize the truth coming out of traditionally treacherous lips, acknowledging that yes, Starscream did know what the scrap he was talking about when it came to leading, (regardless of his inability, in the past, to put this wisdom properly into action.)

The sky streaked with a pair of roaring aircraft, drawing a close to the moment. Megatron and Starscream looked up to see Lugnut and Blitzwing's return.

"It's about time," said Megatron. "Come Starscream. Let us see what 'morsels' those fools have to offer me."

Megatron turned dropped into his passageway, leaving Starscream to stand, a bit baffled, replaying their conversation in his mind. He questioned how he was able to walk away from this encounter with only a sore neck, a little dirt on the wings. and most importantly, a renewed sense of hope for the Decepticon faction's future.

 

Music: ["Get Right With Me by Depeche Mode"](http://youtu.be/D0bTVaQl4Os)


	7. With Great Power Comes...

Lugnut and Blitzwing burst into the lab, interrupting Blackarachnia's failed attempts to make small talk with Shockwave. She turned to watch their entrance, hoping the pair had returned empty-handed and that was why Lugnut had been so awkward over the comm.

"We have returned," Lugnut announced, searching for Megatron who was still absent since he made his grand exit with Starscream.

"Fools." Shockwave spun in his chair. "You will explain your tardiness."

Lugnut continued to scan the room, gaze fixing on the hole in the wall that wasn't there when he had left.

Icy whirled to Hothead, barking out words before the red face landed. "We don't have to explain squat to you!"

Shockwave rose, making to chastise but was cut off.

"You will explain your incompetence to me," said a massive dust cloud that took the shape of Megatron with each mighty step.

Hothead retreated back into Icy, attempting an explanation. "Zhe truth of the zhe matter is um, well..."

Lugnut proudly stepped forward, opening the hatch to his subspace and spilling five glimmering shards of variable sizes onto the floor. Shockwave leaned forward in awe while Blackarachnia shrank. Megatron was skeptical. He approached Lugnut, a hard glare shifting between him and the shards, compelling the purple titan to dutifully fall to one knee.

"Master," Lugnut began, pleadingly, "it pained me to deceive you but I was afraid to mention our discoveries over the comm, in case the Autobots found a way to listen in."

Megatron squatted down next to the spilled treasure, mood lightening as he carefully inspected each shard. He could feel the immense concentration of power within each trinket, igniting his spark with a raw clarity, projecting images in his mind of victories unforeseen and unimagined by even him. His silence brought an air of puzzlement to the room.

Starscream entered through the crude doorway, sweeping dust off his cockpit and halting upon seeing Megatron bent over the shards.

"Ma-Master," said Lugnut. "Is everything alright?"

Megatron rose. "Your findings are impressive but they do not alter the time-sensitive nature of your mission. You may very well have jeopardized," he motioned to the table, "the usefulness of that human component."

"Sir," Icy defended. "We had every intention to hastily complete our mission, but zhe tracker wouldn't quit." Excitement bubbled at the retelling of their adventure, summoning Random to take over. "It was a vicious cycle! We would collect a shard, make to return, then zhe tracker would scream LOL WUT THERE'S MORE. So we'd collect another shard, make to leave, then zhe tracker would scream OMGBBQ--"

"I get the idea!" Megatron pinched the bridge of his nose. "Blackarachnia, you have everything you need to commence with the procedure."

Every circuit and sinew went taut in her body. How was she going to spare Prowl this indignity without suffering the wrath of Megatron?

"Yes, sir," she said with little conviction as she descended from computer's platform. Her mind raced. She knelt at the pile of sparkling treasure, gently picking up the largest shard. Perhaps, she figured, the more All-Spark energy she could use on the ninjabot, the less chance his spark had of being corrupted.

"The smallest shard should contain more than enough power to resurrect this Autobot," Starscream said, not helping.

"Our most resourceful course of action is to break off a smaller piece," Shockwave suggested, never one to be excluded from experimentation. "Use only what is needed to resurrect the human and reanimate the Autobot."

"We haven't the equipment nor the time to split a shard," Blackarachnia said, lying. "But perhaps the additional All Spark power can compensate for the deterioration of the human's brain." Better yet, she hoped it would resurrect enough of Prowl to keep him balanced. When Shockwave and Megatron's focus diverted to the grayed Autobot, Blackarachnia picked a medium-sized shard from the group and approached the table with it. Starscream, whose talons were already fishing the human brain from the jar, narrowed his optics at her. Her actions hadn't slipped his watch, yet for whatever reason he didn't rat her out.

Megatron approached the table with stern curiosity, but mindfully glanced back over his shoulder. "Lugnut," he ordered. "Gather the remaining shards and bring them to me."

"At once, my liege." Lugnut scrambled to the floor and collected each shard as carefully as his hulking claw will allow.

Shockwave was suddenly distracted by a thought and turned to the computer. It appeared Starscream was the only one to notice Blackarachnia's sleight-of-servos and now with Lugnut clustering the shards together, it would be unlikely for Megatron to notice the smallest one was not chosen. Blackarachnia exhaled.

Tapping away at the console, Shockwave brought up multiple views of the island's landscape. One video feed displayed the expanse of lake, and in the lake was an object too large and fast to be the typical indigenous water foul. Shockwave zoomed in to reveal a black and white watercraft, carrying Optimus Prime and his team.

"Megatron," Shockwave alerted. "The Autobots."

Feeling relief while those around her tensed, Blackarachnia saw an opportunity. "We should postpone this procedure," she said. "If the Autobots interfere, it could ruin everything."

Impatient, Megatron snatched the shard from the spider's grasp and shoved her aside. "I grow impatient of your excuses." She stumbled for balance and he turned to Starscream. "Can I depend on your willing assistance?

"Yes, Megatron," said Starscream, "but she is the experienced one in these matters, having already performed this procedure on myself, so I suggest you follow her instructions."

Megatron looked to Blackarachnia with a growl that said 'get your aft back over here.'

Feeling like a yo-yo yet grateful for Starscream's reasoning, she approached the table again, a plan already poised at her lips. "All you need to do is place the shard in his spark chamber then wait a few kliks before adding the brain." That should insure the All Spark energy melds with Prowl first, making him the dominant life force, she hoped.

Megatron narrowed his optics at her, looked to Starscream, who nodded in response and then dropped the glowing shard into Prowl's lifeless chamber.

***

The Detroit Police boat sliced urgently through the glassy waters of the waking lake, its aft deck overloaded with a desperate and unprepared space bridge repair crew. Sari was inside the enclosed cabin standing impatiently next to Captain Fanzone who groggily manned the helm. She shifted her glance between him and the Autobots a few times before doing an about face and flinging open the door, a rush of cold replacing her spot.

"Do you mind, kid?" Fanzone griped.

She bounded onto the wind-whipped deck, joining her friends. Since her upgrade, cold didn't bother her much anymore. "What's our plan?" she said loudly over the grind of the boat's motor.

The Autobots looked expectantly to their leader. Optimus would have given a limb for even half of Sari's confidence. "I doubt we'll have the element of surprise," he said with a rub to the chin. "We'll need to be on constant alert. We know for certain from this morning's news that Megatron and Shockwave are involved, and we can almost guarantee Lugnut and Blitzwing are too."

"I'm not diggin' the numbers boss," Jazz said, shaking his head. "That's six of them, possibly more against five of us."

"You mean seven of us," Sari corrected.

Ratchet added his two credits. "Megatron could predictably send his two goons to deal with us, leaving himself and perhaps another behind to guard Prowl, but I say we'd still be wise to prepare for a full on strike from all of them."

"But what if," Bumblebee cautioned, "they took Prowl simply to lure us into some kind of trap?"

Optimus rubbed his forehead. "I don't understand why Megatron would reveal himself so quickly after his arrival here on Earth. It's not like to him operate with such carelessness. However, if he's backed by the full power of all his earth-based Decepticons, then he'll have very little reason to fear our intervention."

"Why don't we get the Dinobots to help us?" Bulkhead suggested. "That will tip the scales in our favor."

"Normally they prefer to avoid our warfare," Optimus said, "but maybe Grimlock's grudge against Blackarachnia will work in our favor. It's certainly worth a try." He activated him comm. "Grimlock, are you there?"

***

With weapons readied, the Decepticons encircled the operating table, its occupant's gray color bleeding over with midnight black and shimmering gold. Blackarachnia chewed at her clawtips while the vivid jolts from the All Spark energy left life in its wake and traveled over the Autobot's shoulders, down his arms, then finally up to his optic visor, which illuminated a hot blue. The energy then retreated into the hallowed glow of his spark chamber leaving an eerie stillness in the room as its work was finished.

Megatron moved closer, never one to be intimidated by dramatics. The silence was broken by the whirring of Prowl's ventilators. Megatron smiled.

"Welcome back, my friend."

The sinister voice rang all too familiar and the ninja jolted up darting his attention between the frightfully curious stares that surrounded him. "Decepticons," he said, uncertain what the word even meant and wondering why it was spoken with a rusty vocalizer. These were mysteries he would deal with later, however, when escape wasn't the priority. He sprung from the table, aiming for the rafters above. They should have been an easy height to reach but he fell short, forced to use the large purple's head as a launching point. His joints were as stiff as his vocals, which was very disconcerting. Hadn't he always kept himself nimble, to a religious degree? Grabbing hold of a support beam, he spun around before landing in crouch, feeling like a caught animal, one of the few things his mind could clearly picture. He searched the room frantically for an exit.

"Get him under control at once," ordered Megatron, "without harming him."

The long-faced bot with wings and treads fired sheets of ice at the ninja. He dodged them with a leap, landing on top the giant computer. Despite his confusion and apparent hostage situation, he ventilated with an exhilarated thrill and flashed a taunting glance to a now red-faced robot who raised his gun to him.

"I will melt you into scrap, Autobot!" It said, but was abruptly backhanded by the silver and black titan, the apparent leader.

"Mind the equipment, you fool," the leader said. "Blackarachnia, could you please put an end to this nonsense."

The ninja deduced quickly who Blackarachnia was and leapt from the computer just before a barrage of her webbing hit him. She sprung onto the operating table and continued firing at him, and he continued to dodge each blast, bolstered by the athleticism he knew he had but apparently just needed to awaken.

Blackarachnia paused her attack, knowing she could do better. She counted the remaining safe spots in the room, studied their relative position to Prowl and considered his avoidance patterns. All that was needed was -SPLAT- a shot to the beam on the left, then -SPLAT- a shot to the pillar, then finally -SNAG- one incapacitated Autobot. The poor, shocked thing went crashing to the floor, writhing and struggling to free his encumbered limbs, but unable to avoid Lugnut's lumbering foot which pinned him down.

Megatron approached, quelling his irritation now that the situation was under control. "You seem to recognize us," he began, "but do you know who _you_ are…Jeffrey Simon?" Prowl froze in response and Megatron smirked. He looked to Lugnut. "Is that anyway to treat our guest? Bring him to his feet. Bestow the renowned Mr. Simon with the dignity he deserves."

Lugnut removed his foot and brought the Autobot to his feet. Prowl could only look upon his captors with horror and Blackarachnia's uneasiness grew. She couldn't determine yet if the ninja was Detroit's hero or its antagonist.

"You," Prowl strained, squirming under the webbing. "You call this dignity?"

That sounded like Prowl, but it was hard to tell. Starscream then strode up to him, slipping off Yoketron's helmet and happily joining in the game of deception, the snake. "Allow me to relieve you of this burden, Mr. Simon. Such a brilliant mind shouldn't be encumbered by silly symbols of foolish practices."

"No," pleaded Prowl. "Give it back. That belonged to my, um…my…"

"Mr. Simon," Megatron drawled, "how dreadful it must to bear the curse of such useless memories."

"Why do keep calling me that?" Prowl growled. "My name is…" He couldn't remember. Blackarachnia's spark sank. "What have you done to me? Why does my memory fail me?"

"Because, dear human," Megatron continued, "you're trying to access the wrong memories, but it's understandable why you would want to block them out. They are not who you are."

Prowl shook his head and whispered, "Where am I?"

"In a safe place," said Megatron. "Because your fate was left to that of your fellow humans' judgment, we took it upon ourselves to rescue you and give you sanctuary in this new body. A body more powerful than the unfitting flesh you were born with. Sure, it has the residue of its former inhabitant, but that's nothing a strong personality such as yourself, Jeffrey, can't overcome with a little willpower."

Megatron's words left Prowl flustered and speechless.

Shockwave, who had finished peeling ice sheets from the monitor, uncovered the video feed displaying the Autobots. "My liege," he said. "The Autob--Our impending threat is closing in. They're less than ten cycles from reaching the island."

Megatron groaned while Blackarachnia's spirits lifted. "I'll go topside and divert them once they're on the island," she offered.

"No," growled Megatron. "I don't want them to even reach the shore. Blitzwing! I want you to transport our guest into the city, preferable a well-known public location and make sure the both of you are in plain view to the watercraft's occupants."

"Yes, sir," Icy said while snatching the baffled ninja and tucking him under an arm.

"You," Prowl sputtered. "You're letting me go?"

"Of course, Mr. Simon." Pandering returned to Megatron's voice. "You belong in the city, amongst your fellow humans, who will no longer see you as a threat but rather a hero."

"Isn't that a rather risky diversion, my Lord?" said Shockwave quietly, waiting for Blitzwing to leave with Prowl before continuing. "How do we know the Autobot's memory won't overpower the human's?"

"We don't," said Megatron. "But he'll provide enough of a distraction while we collect more All Spark fragments. We're already up by four which is much farther ahead of schedule than I originally anticipated." He turned, smile shrinking with a shift of thought. "Starscream. I'm relying on your wily _genius_ to devise a means of extracting energon from the shards."

"Already drawing mental blueprints, _Leader_ ," Starscream replied. "However, I will need more supplies of both the earthly and Cybertronian sort."

"I'm certain Chromia can arrange another transport of supplies for us," said Shockwave, "however I caution against stretching her resources too thin. The Elite Guard is probably in much higher suspicion of their own as of late."

Blackarachnia stared at her _colleagues_ in disbelief. How little they cared for the potential monster they just created. "Before you all so eagerly move on, shouldn't we at least track Blitzwing and Prowl so we have some idea if our plan even works?"

Shockwave brought up the feed of the lake but no one appeared interested in it. Lugnut and Shockwave listened attentively while Megatron regaled their plans to return to Cybertron, and Starscream was caught up in his own scheming. Blackarachnia shook her head with a sigh and stationed herself at the computer, assuming Shockwave's role of monitoring. Blitzwing was already airborne with Prowl in tow and she dreaded the inevitable encounter he would have with the Autobots. This was never, ever, what she had intended her experimentation to yield. Why did science always prove itself a double-edged sword?


	8. Rescue

**Summary for the Chapter:**

> The Autobots rescue Prowl from the Decepticons but not from his condition. Forgive the POV hopping.

Bulkhead's optics were pulled to the sky by the roar of enhanced jet engines, the kind boosted unnaturally to carry a tank's weight. "That's Blitzwing alright," he said, "but why is he alone and flying in bot mode? And what is he carrying?"

Bumblebee zoomed in for a closer look, gasped at the figure in Blitzwing's hold then shouted to the others who were readying their weapons, "Hold your attacks! I think he's got Prowl."

"Ratchet," Optimus ordered, equiping his mask. Switch on my jet pack." The medibot complied and a set of wings popped upright with the mechanical hum of awakening. "Jazz," Optimus turned, "grab hold of me and be ready for action."

Jazz hooked him arm around the taller mech's neck. "Aye, aye, Cap'n."

"Sari," Optimus's gaze shifted down. "Is your jet pack working?"

"Good as ever," she bubbled. "Why?"

He nodded before speaking, as if to give his order one last thought. "I want you to back us up."

"Alright!" the girl cheered. "I mean, yes Sir."

Optimus, holding tight to Jazz, leapt from the edge of the boat and ignited his jet pack. Following his lead Sari launched in an instant, but didn't jump before blasting off, leaving a blackened trail on the boat's deck and across Ratchet's feet. The old bot's grumbles were quickly engulfed by the roar of ascending Autobots.

As they drew closer to Blitzwing, they could see by his shift of trajectory and his switching to Hothead that the Decepticon was ready, and eager, to defend. Although instead of aiming for the airborne Autobots, he dove in the direction of the boat, where his targets were sitting ducks. Optimus turned sharply but couldn't alter his flight path quick enough to prevent Blitzwing from firing his missiles. A jet pack was no match to a Decepticon forged a flier.

"Jazz, the boat," Optimus said helplessly.

"I got this," replied the ninjabot, hurling a nunchuck at the missiles. He was able to tag one of them, making it explode, which knocked the other off course. But only slightly.

They could hear Ratchet's voice carry as the missile descended. "Take cover!"

Striking the aft, the missile exploded on impact, sending splintered chunks of wood, fiberglass and three unsuspecting Autobots in every direction. The bow tipped up and bobbed unsteadily, tossing Fanzone out the cabin door and into the water. Ratchet was upon the human immediately, lifting him to his shoulder. Optimus and Sari rocketed down, frantically searching for Bulkhead and Bumblebee.

"Is everyone, alright?" Optimus shouted.

Bumblebee and Bulkhead popped their heads up to the surface and Optimus sighed.

"A bit soggy but we're all accounted for," Ratchet said relieved. His tone then shifted. "Now make haste before that lunatic 'Con gets away."

"But what about you guys?" Sari asked, her voice digitized and matured through her mask.

"Don't worry about us," Fanzone assured. "I'll radio back for help."

Optimus hated leaving them adrift but the longer he hesitated, the greater head start Blitzwing had. "If you see any more signs of Decepticon activity, I want you on comm, instantly. You got that?"

"Yeah, we got it." Bumblee said, waving them off. "Now go!"

Sari didn't need to be told twice. She powered her jets to maximum and zipped off in Blitzwing's direction.

"Sari, wait," Optimus called and followed after her. "We don't know if that's actually Prowl or just a decoy."

"It's Prowl," Jazz confirmed, quietly and a little distant. "I can sense it."

Optimus nodded, admittedly, not needing to question Jazz's instincts before tightening his hold on him and following Sari's lead. He wasn't as insightful as a cyberninja, but he knew, deep down, that wasn't a decoy.

***

Blackarachnia sat vigilantly at the mega-computer while the other three Decepticons hovered around Starscream's workspace. He had the All-Spark shards laid out in an orderly fashion next to an electronic pad which was filled with crude blueprints. He prattled on about his design and Blackarachnia only paid him partial attention, too focused on the drama unfolding over the lake. "It looks like the Autobots took the bait," she informed flatly. "Well, the aerial ones at least." No one replied and Starscream carried on. She tried again. "Blitzwing bombed their boat, and now they've enlisted the aid of the flying Dinobot to tow them back toward the city." Again, no response. She grimaced. "Huh, would you look at that. Primus himself just landed on the island, wielding the massive hammer of justice, ready to smite our operations with his unforgiving retribution."

Starscream paused his presentation, lifting a brow. "Now that I'd like to see."

The others finally paid their attention to the monitor.

"My liege," Lugnut said. "They are in a helpless position. Shall I finish them off?"

"No," said Megatron, coolly. "It won't be long before the law enforcement and news helicopters arrive and I'd rather we didn't make the headlines twice in one morning." He turned back to Starscream. "However, I would like for you and Starscream to start gathering our needed supplies while the Autobots are indisposed."

"Yes, my Lord, I will obey at once." Lugnut was already moving for the door. "Let's go, Starscream."

Starscream popped his head up from his work. "What? Right now?"

"Yes, right now," barked Lugnut.

Starscream looked to Megatron for verification.

Megatron gestured to Lugnut with a play at innocence. "What he said."

Starscream sulked blatantly before excepting the mission, making it perfectly clear he would never snap to orders the way Lugnut does. He stretched his arms and fanned his wings before slowly rising from the table and meandering toward the exit. "Suppose I could use the exercise. Plus this task requires a higher level of competence than Lugnut can manage alone."

Lugnut glared over his shoulder. "All I need is one word. One simple command, and I will manage you into scrap."

Arguing followed the pair out the door and Blackarachnia rolled all four optics, turning back to the monitor.

***

Blitzwing soared over the rooftops of the city, bewildered Autobot still tucked under his arm. He believed this area was known as 'the suburbs' and this particular neighborhood was densely populated yet not armed enough to immediately do him harm. He studied each building he flew over. "No, zhat one won't do. Neither will zhat."

"Won't you tell me who you are and where you are taking me?" the dazed Autobot pleaded.

"Patience Autob…human," Icy said. "You'll be amongst your peers soon enough."

Displeased with yet another vague answer, the ninjabot twisted to view the distant roar of jets following them. "Who is that chasing us?"

Blitzwing turned to look, surprised to see the Autobots had caught up to him. Perhaps he was being to picky with choosing a drop-off point. He switched to Hothead and barked "Zhose are our enemies." Increasing his speed, he aimed directly for a large glass dome a few blocks ahead. "Perfect."

"That's the mall," Prowl said. "Why are we going to the mall?"

The dome was beneath them in an instant and Random took the liberties of answering the Autobot. He couldn't help himself. The pun was too ripe. "You know what zhey say. Drop till you shop!" Naturally, he following his impeccable wit with a shrill laughter that nearly shattered the dome before Prowl's thrown body could do the job. Rocketing upward, he left the approaching Autobots in the wake of his cackles.

"Uuuughhhh, I hate that guy," Sari growled as they slowed to a stop over the shattered dome."

"Jazz," Optimus said, disbelieving. "Did you see the colors on Prowl's body?"

Fury flashed across Jazz's visor. "Get us down there, Prime."

Panicked screams echoed from all three levels of the massive mall, but despite the chaos no human seemed to be affected by Prowl's fall. The main obstacle beneath the glass dome was a monumental fountain, rising tall with tiered spanning pools level with each of the mall's floors. Prowl lay motionless on the top tier, littered with broken glass and twisted metal, one leg--alive with his signature colors--dangling over the edge.

Optimus hovered to let Jazz off on the second tier before continuing to the ground floor where he would deal with dozens of bewildered spectators.

"Attention everyone," he opened. "There's no need to panic. The danger has passed." He hoped. "Now, is anyone injured and have you called the emergency, uh, three digit helpline?"

Sari dropped onto the third tier next to the rubble pile and immediately helped Jazz pull the pieces away. The urgency shown in her eyes reflected the swell in Jazz's spark, and the feeling only intensified as each clear piece of debris revealed more black and gold.

"Jazz," Sari breathed. "His colors. Is he…?

Jazz wildly flung away the final masking pieces of frosted glass and nothing short of astonishment froze him as an impossibly blue visor was revealed, illuminating with a flicker, and alive. Sari slapped her hands over her mouth as if making a sound would make the moment unreal. Jazz lingered in a void between denial and joy as Prowl turned his head to look up at him. This wasn't real, he thought. This couldn't be real.

"J-Jazz?" Sputtered that smooth, and dearly missed voice. Jazz nearly lost his footing on the tier below. He gripped Prowl's shoulders with desperation, mouth gaping but muted, visor lit with elation and awe. There were no words, only the surrendering of his forehead to rest upon the cycle's blue windshield. With an exvent, he released a ghost of torturous regret that had sickened his spark since the fateful event upon Sumdac Tower.

Prowl was now thoroughly confused and attempted to vocalize his bewilderment when a tiny, mechanical girl fell around his neck, her sobs bringing a stark clarity with them.

"Sari," he said, knowing that was indeed her name. What had caused him to even question that? "Wha- what's the matter?" He met Jazz's visor as he lifted his head, and Prowl became disturbed by the weight of the white ninja's gaze. "What's going on?"

Wordlessly, as if he were guilty, Jazz helped Prowl down from the fountain. Sari remained clung to his neck and Optimus was upon him in a flash, his gaze as intense as Jazz's only more naked, betraying his shock, relief, and some disbelief. Prowl let them ease him down to sit at the fountain's edge and he placed a consoling hand on Sari's back, whose tears mixed with the chlorinated water clinging to him. "Sari," Prowl said. "What happened?" He scanned their surroundings, the wreckage, the shocked onlookers, and a memory struck him. A battle. He turned to Optimus. "Did we defeat the omega clones?"

Optimus only responded with a hug, a squeezing one that did nothing to alleviate Prowl's confusion. Something wasn't right at all. He looked over his leader's shoulder to see several uniformed humans charging through the doors, the sounds of blaring sirens rushing in with them and then, uninvited, another memory struck.

They wouldn't capture him again.

How was it a firetruck was detaining him!? Where the hell was he? It looked like a mall. Shoving the metal monstrosity from him, he sprung to his feet and backed away, into the fountain, snatching this tiny and peculiar teenager from his neck and holding her out as a shield.

"Whoa, man. Chill." Said the white, curvy robot with the unreadable expression, advancing on him.

He tighted his hold on the girl and backed up further, until the water was falling upon him.

"Prowl, what's the matter?" The girl said, strained, shocked.

"What have you done to me?" he shouted out. He didn't know what else to do. They must have drugged him. His body felt so rigid, so gigantic. "This is not capital punishment, this is torture!"

The two robotic vehicles exchanged worried glances, then the firetruck advanced on him, attempting calming gestures.

"Calm down, Prowl," it said. "No one here intends to harm you."

Who the hell was Prowl? "Back off or I swear I'll hurt her!"

"Prowl," the girl cried. "It's--It's me, Sari. Your frie-"

He silenced her when a blue blade unsheathed at his arm, inches from her head. He did that. He made that happen and this...thick, robotic arm, holding the struggling girl, was his. He was one of them. He must powerfu--WHAT THE!

A surge of electricity shot out from the girl, stunning him, her eyes going a frightning blue as his body erupted with a hot sting. His fingers released her neck and the pain worsened. The jolts reacted with the surrounding water and everything went white, then blurred, then black.

Sari lurched to safety but shot her glance behind her to see what damage she had done. Helplessly, Prowl fell to his knees, moaning as he clutched his head. Optimus and Jazz were immediately on either side of him, lifting him up and wrapping each of his limp arms over their shoulders.

"Sari, are you okay?" Optimus called out.

"Fine," she whimpered. "But...why did he do that to me?"

Optimus could only shake his head as he left Prowl in Jazz's capable hands and lifted Sari to his neck. She clutched it magnetically, keeping her gazed fixed on Prowl. Jazz had a hand splayed over the darker ninja's chest as he helped each staggering step. He was looking him deep in the visor.

"Talk to me, Prowl," he said. "What was that?"

Prowl shook his head and could barely hold it up. "I don't...What's wrong with me?" His spoke defeated.

"The Decepticons," Optimus began, hesitantly, as they led him to the exit. His vocals resonated through Sari's body. She could feel how difficult this was for him to explain. "They resurrected your spark. I'm...I'm assuming they damaged your processor as well." The gathered crowd cleared a path for the Autobots.

"Resurrected," Prowl whispered. "You're saying I was…offline? And the Decepticons--"

"Just take it easy, bro," Jazz soothed.

"But," Prowl argued, meekly. "I don't understand any of this."

"Neither do we, but frettin' about it right now won't solve a thing. Just take five as we get you back to base. There's some phat energon and healthy dose a'nature awaiting ya there."

Upon reaching the parking lot, Optimus transformed, his cab building carefully around Sari (she always loved it when they did that) and he unhitched his trailer. Jazz stepped up onto the back of him, holding Prowl securely, and they headed for the base. Sari hoped Bumblebee and the others were okay and were working their way home too. She would need Bumblebee's support once the impact of everything hit her, once the shock wore off and she was left to question what exactly just happened in that mall. Violence wasn't new to her and she was learning to harden herself to the aftermath of battle, but this...this was different. Prowl was alive. And he threatened her life. Why would he do that?

**Author's Note:**

> As far as slash goes, it isn't written directly in, but if you squint the Megatron/Starscream and Prowl/Lockdown pairings are there. The main pairing who gets all mushy attention is Blackarachnia/Starscream. There's also some naughtiness between Chromia and Prowl.
> 
> There are a few imports from G1 that I want to mention, mainly Ironhide and Cliffjumper. While I know there are TFA canon characters of them, I wrote them on the G1 model. Ironhide is more of an old-timer than his TFA counterpart and Cliffjumper is the feisty little scrapper who's always looking for trouble. There are also cameos from Blaster and the super-obscure Dreamweave character, Vibes.
> 
> One major canon deviation I want to point out is with Blackarachnia and Dinobot island. When I started writing this, I had forgotten that she was apparently warped into the Beast World and that Dinobot Island was left with a big gaping hole where Meltdown's lab used to be. My story assumes she is still operating out of the lab and the warping accident had merely transported her and Waspinator to another spot on the island, not another universe.
> 
> All characters are owned by Hasbro with the exception of my creative take on Chromia. (her design, which happens to be my avatar, is inspired by Thunderblast)


End file.
